Common use of Financial Statements and Other Reports Clause in Contracts

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) Quarterly Financial: as soon as available and in any event within 45 days after the end of each Fiscal Quarter, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Each Borrower will deliver to Administrative Agent and Lenders: Agent: (ia) Quarterly Financial: as soon as available and in any event within 45 available, but no later than thirty (30) days after the end last day of each Fiscal Quartermonth, the a company prepared consolidated balance sheets of Company sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Subsidiaries as at Consolidated Subsidiaries’ consolidated operations during the end of such Fiscal Quarter and the related consolidated statements of operationsperiod, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterprepared under GAAP, consistently applied, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year the corresponding month of the previous fiscal year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries projected figures for such Fiscal Yearperiod based upon the projections required hereunder, setting forth all in each case reasonable detail, certified by a Responsible Officer and in comparative a form acceptable to Agent; (b) together with the corresponding figures for financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the previous Fiscal Yearpayroll period(s) occurring during such month; (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with a report thereon of PricewaterhouseCoopers LLP or other an unqualified opinion on the financial statements from an independent certified public accountants accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of recognized national standing selected delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Company and satisfactory Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to Administrative Agent, which report result in damages or costs to any Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more provided that Borrower shall be un-qualifiedrequired to disclose threatened litigation that is received in the form of a “demand letter” only in its quarterly Compliance Certificates (it being understood that the foregoing exception shall not apply with respect to litigation for which any court filings have been made); (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g) budgets, shall express no doubts about sales projections, operating plans and other financial information and information, reports or statements regarding the ability Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of Company and its Subsidiaries each month, deliver to continue as a going concern, and shall state that such consolidated Agent with the monthly financial statements fairly present, described in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years clause (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (iia) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (a10) an days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer’s Certificate , with aged listings of Company stating that the signer has reviewed the terms of this Agreement accounts receivable and has madeaccounts payable (by invoice date). Borrowers shall, or caused every ninety (90) days on a schedule to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered designated by such financial statements and that such review has not disclosed the existence during or at the end of such accounting periodAgent, and that at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the signer does not have knowledge of the existence as at the date of thirty (30) largest Account Debtors during such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;quarter.

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity accordance with GAAP. Company GAAP and to provide the information required to be delivered to Lenders hereunder, and will deliver to Administrative Agent Agent, and, in the case of the deliveries required by paragraphs (a) through (f) and Lenders(l) through (s), sufficient copies for each Lender: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 thirty (30) days after the end of each month (or forty-five (45) days after the end of the last month of Borrower’s Fiscal QuarterYear), the a consolidated balance sheets sheet of Company Borrower and its Consolidated Subsidiaries as at the end of such month and the previous Fiscal Quarter Year end and the related consolidated statements of operations, changes in stockholders’ equity operations and cash flows of Company and its Subsidiaries for such Fiscal Quarter month, and for the period from the beginning portion of the then current Fiscal Year to ended at the end of such Fiscal Quarter, month setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer a Responsible Officer of Company that they Borrower as fairly presentpresenting, in all material respects, the financial condition and results of Company operations of Borrower and its Consolidated Subsidiaries and as at having been prepared in accordance with GAAP applied on a basis consistent with the dates indicated and the results audited financial statements of their operations and their cash flows for the periods indicated, Borrower (subject to changes resulting from audit and normal year-year end adjustmentsadjustments and the absence of footnotes; (iib) Year-End Financial: as soon as available and in any event within 90 ninety (90) days after the end of each Fiscal Year, the a consolidated balance sheets sheet of Company Borrower and its Consolidated Subsidiaries as at of the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, certified by a Responsible Officer of Borrower (solely with a report thereon of PricewaterhouseCoopers respect to such consolidated statements) without material qualification or exception (by Ernst & Young, LLP or other another independent certified public accountant reasonably acceptable to Agent of nationally recognized standing) which qualification or exception would, in either case, be reasonably be expected to have a Material Adverse Effect; (c) together with each delivery of financial statements pursuant to Sections 4.1(a) and 4.1(b), a Compliance Certificate; (d) Reserved; (e) promptly upon receipt thereof, copies of all reports signed by Borrower’s independent public accountants submitted to any Credit Party by independent public accountants in connection with each annual, interim or special audit of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly presentof any Credit Party made by such accountants, in all material respects, including the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination management letter comments submitted by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardstheir annual audit; (iiif) Officer’s and Compliance Certificates: together with each delivery promptly upon their becoming available, copies of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) all financial statements, material reports, material notices and proxy statements sent or made available generally by any Credit Party to its security holders, (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement all regular and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions periodic reports and condition of Company and its Subsidiaries during the accounting period covered by such financial all registration statements and that such review has not disclosed prospectuses filed by any Credit Party with any securities exchange or with the existence during Securities and Exchange Commission or at the end of such accounting periodany successor, and that (iii) all press releases and other material statements made available generally by any Credit Party concerning material developments in the signer does not have business of any Credit Party; (g) promptly upon any officer of any Credit Party obtaining knowledge (i) of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, oror becoming aware that the holder of any Debt of any Credit Party has given any notice to a Credit Party or taken any other action with respect to a claimed default thereunder, if (ii) of any such condition change in any Credit Party’s certified accountant or event existed any resignation, or existsdecision not to stand for re-election, by any member of the audit committee of any Credit Party’s board of directors (or comparable body), (iii) that any Person has given any notice to any Credit Party or taken any other action with respect to a claimed default under the Novartis Agreement or any material contract or agreement in respect of Borrower’s right generally to manufacture, market, sell or distribute pharmaceuticals or (iv) of the institution of any litigation or arbitration involving an alleged liability of any Credit Party equal to or greater than $2,000,000 or any adverse determination in any litigation or arbitration involving a potential liability of any Credit Party equal to or greater than $2,000,000, notice specifying the nature and period of existence thereof of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including any Event of Default or Default), event or condition, and what action Company the applicable Credit Party has taken, is taking and or proposes to take with respect thereto; (h) promptly upon any officer of any Credit Party obtaining knowledge of (i) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, (ii) the failure of any member of the Controlled Group to make a required contribution on a timely basis to any ERISA Plan or to any Multiemployer Pension Plan, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that Borrower or any Subsidiary furnish a bond or other security to the PBGC or such Pension Plan, (iv) the occurrence of reportable event under Section 4043 of ERISA (for which a reporting requirement is not waived) with respect to any Pension Plan, (v) the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), (vi) any material increase in the contingent liability of Borrower or any Subsidiary with respect to any post-retirement welfare plan benefit, or (vii) the receipt by Borrower or any Subsidiary of any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent, if any of the above would reasonably be expected to have a Material Adverse Effect, notice specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposed to take with respect thereto; (i) promptly upon any officer of any Credit Party obtaining knowledge of any complaint, order, citation, notice or other written communication from any Person delivered to any Credit Party with respect to, or if any officer of any Credit Party becomes aware of (x) the existence or alleged existence of a violation of any material Environmental Law or the incurrence of any liability, obligation, loss, damage, cost, expense, fine, penalty or sanction or the requirement to commence any remedial action resulting from or in connection with any air emission, water discharge, noise emission, Hazardous Material or any other environmental, health or safety matter at, upon, under or within any of the properties now or previously owned, leased or operated by any Credit Party, or due to the operations or activities of any Credit Party or any other Person on or in connection with any such property or any part thereof or (y) any release on any of such properties of Hazardous Materials in a quantity that is reportable under any applicable Environmental Law, if any of the above would reasonably be expected to have a Material Adverse Effect, notice specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; (j) [Reserved]; (k) copies of any material reports or notices received from any Federal, state or local government agency or body (including, without limitation, all reports and notices with respect to the suspension or revocation of any governmental approval necessary to manufacture, market or distribute a product in connection with the generation of Accounts); or, upon Agent’s reasonable request, copies of any material tax returns or reports or any other material reports or notices filed by any Credit Party with any Federal, state or local governmental agency or body; (l) within thirty (30) days subsequent to the conclusion of each Fiscal Year, Borrower’s annual operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, each such Fiscal Year presented on a monthly basis, all of which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to Lenders; (bm) as soon as available and in any event no later than noon (Chicago Time) on a Compliance day each month as designated from time to time by Agent, and from time to time upon the request of Agent, a Borrowing Base Certificate demonstrating as of the last day of the month most recently ended (or, in reasonable detail compliance during and at the case of Borrowing Base Certificates requested more frequently than monthly, as of the last day of the week most recently ended (or, in the case of Borrowing Base Certificates requested more frequently than weekly, as of the second preceding Business Day)); (n) as soon as available after the end of each month (but in any event within ten (10) Business Days after the applicable accounting periods end thereof), and from time to time upon the request of Agent, schedules of sales made, credits issued and cash received for and during such month (or, in the case of such schedules requested more frequently than monthly, as of the second preceding Business Day); (o) as soon as available after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or more frequently as Agent may reasonably request, (i) agings of Accounts, and (ii) such reconciliation reports from time to time reasonably requested by Agent with respect to the restrictions contained Borrowing Base Certificate most recently delivered to Agent, the financial statements of Borrower delivered to Agent, Borrower’s general ledger and/or the reports required pursuant to this paragraph, each in Section 7form and substance, and with such supporting detail and documentation, as may be reasonably requested by Agent; (p) upon Agent’s reasonable request after the occurrence and during the continuance of an Event of Default, copies of customer statements and credit memos, remittance advices and reports and copies of deposit slips and bank statements; (q) within two (2) Business Days after any request therefor, such additional information in such detail concerning the amount, composition and manner of calculation of the Borrowing Base as Agent or any Lender may reasonably request; and (r) with reasonable promptness, such other information and data with respect to any Credit Party as from time to time may be reasonably requested by Agent or any Lender.

Financial Statements and Other Reports. Company will maintainDeliver to the Administrative Agent, in form and cause each of its Subsidiaries detail reasonably acceptable to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to the Administrative Agent and LendersAgent: (ia) Quarterly Financial: as soon as available and available, but in any event within 45 105 days after the end of each Fiscal QuarterYear of Holdings, the consolidated a Consolidated balance sheets sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Quarter Year, and the related consolidated Consolidated statements of income or operations, changes in stockholdersshareholders’ equity (if available) and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report thereon and opinion of PricewaterhouseCoopers Ernst & Young LLP or other independent certified public accountants another Registered Public Accounting Firm of nationally recognized national standing selected by Company and reasonably satisfactory to the Administrative Agent, which report and opinion shall be un-qualified, prepared in accordance with generally accepted auditing standards and shall express no doubts about the ability of Company and its Subsidiaries not be subject to continue as a any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, and shall state that such consolidated financial statements fairly presentbut in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, in all material respects2012), the consolidated financial position a Consolidated balance sheet of Company Holdings and its Subsidiaries as at the dates indicated end of such Fiscal Quarter, and the results related Consolidated statements of their income or operations and their cash flows for such Fiscal Quarter and for the periods indicated portion of Holdings’ Fiscal Year then ended, setting forth in conformity with GAAP applied each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(c), all in reasonable detail, certified by a Responsible Officer on a basis consistent with prior years (except behalf of Holdings as otherwise disclosed fairly presenting in such all material respects the financial statements) condition, results of operations, shareholders’ equity and that the examination by such accountants in connection with such consolidated financial statements has been made cash flows of Holdings and its Subsidiaries in accordance with generally accepted auditing standardsGAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (iiic) Officer’s and Compliance Certificates: together with as soon as available, but in any event no later than 60 days after the end of each delivery Fiscal Year of Holdings commencing at the end of the consolidated financial statements Fiscal Year ending February 23, 2013, an annual budget of Company Holdings and its Subsidiaries pursuant on a Consolidated basis for the following Fiscal Year, as customarily prepared by management of the Loan Parties for its internal use of Holdings and its Subsidiaries; and (d) simultaneously with the delivery of each set of financial statements referred to subdivisions (iin Section 6.01(a) and (iiSection 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (aif any) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement from such financial statements and has made, or caused to be made under his/her supervision, a review in management narrative report providing reasonable detail on the financial results of Holdings for the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements compared to the corresponding prior year period and that the key factors (as determined in good faith by the Borrower) causing such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;changes.

Financial Statements and Other Reports. Company will maintain, The Borrower and cause each of its Subsidiaries to maintain, will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. Company GAAP and the Borrower will deliver to the Administrative Agent and (which will deliver copies thereof to the Lenders:) (except to the extent otherwise expressly provided below in subsection 5.01(b)(ii)): (i) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each of the first three Fiscal Quarter, Quarters of each Fiscal Year ending after the Effective Date the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Quarter period, and the related consolidated statements of operations, changes in stockholdersincome and shareholders’ equity and cash flows of Company the Borrower and its consolidated Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer or controller of Company the Borrower that they fairly present, in all material respects, present the financial condition of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicatedfinancial position, subject to changes resulting from audit and normal year-end adjustments;, based on the Borrower’s normal accounting procedures applied on a consistent basis (except as noted therein); Table of Contents (ii) Year-End Financial: as soon as available practicable and in any event within 90 days after the end of each Fiscal Year, Year the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year year and the related consolidated statements of operations, changes in stockholdersincome and shareholders’ equity and cash flows of Company the Borrower and its consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, an Independent Public Accountant which report shall be un-qualifiedunqualified as to (w) the accuracy of all numbers or amounts set forth in such financial statements, shall express no doubts about (x) the ability inclusion or reflection in such financial statements of Company all amounts pertaining to contingencies required to be included or reflected therein in accordance with GAAP, (y) going concern and its Subsidiaries to continue as a going concern, (z) scope of audit and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed noted in such financial statementsreport and approved by such Independent Public Accountant) and that the examination by such accountants Independent Public Accountant in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;; The Borrower will be deemed to have complied with the requirements of Section 5.01(a)(i) hereof if within 45 days after the end of each Fiscal Quarter (other than the final Fiscal Quarter) of each of its Fiscal Years, a copy of the Borrower’s Form 10-Q as filed with the Securities and Exchange Commission with respect to such Fiscal Quarter is furnished to the Administrative Agent, and the Borrower will be deemed to have complied with the requirements of Section 5.01(a)(ii) hereof if within 90 days after the end of each of its Fiscal Years, a copy of the Borrower’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission with respect to such Fiscal Year is furnished to the Administrative Agent. (iiii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company the Borrower and its Subsidiaries consolidated subsidiaries pursuant to subdivisions (ia)(i) and (iia)(ii) above, (ax) an Officer’s Certificate of Company the Borrower stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her such signer’s supervision, a review in reasonable detail of the transactions and condition of Company the Borrower and its Subsidiaries consolidated subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s the Officers’ Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (by) a Compliance an Officer’s Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 76.03 hereof (a “Compliance Certificate”) and, in addition, a written statement of the chief accounting officer, chief financial officer, any vice president or the treasurer or any assistant treasurer of the Borrower describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Officer’s Certificate relating to compliance with Section 6.03 hereof; (ii) promptly upon their becoming available but only to the extent requested by the Administrative Agent, copies of all publicly available financial statements, reports, notices and proxy statements sent by the Borrower to its security holders, of all regular Table of Contents and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower with any securities exchange or with the Securities and Exchange Commission; (iii) promptly upon (and in no event later than three days after) any of the chairman of the board, the chief executive officer, the president, the chief accounting officer, the chief financial officer or the treasurer of the Borrower obtaining actual knowledge (x) of any condition or event which constitutes an Event of Default or Default, or (y) of a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Default, event or condition, and what action, if any, the Borrower has taken, is taking and proposes to take with respect thereto; (iv) with reasonable promptness, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by any Lender.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. The Company will deliver to Administrative Agent and Lendersthe Lender: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 ninety (90) days after the end of each Fiscal Quarterfiscal year of the Company, the consolidated balance sheets sheet of Company the CB Holdings and its Subsidiaries as at of the end of such Fiscal Quarter year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows flow of Company CB Holdings and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified detail, accompanied by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a an unqualified report thereon of PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP or other independent certified public accountants of recognized national standing selected by Company CB Holdings and satisfactory to Administrative Agentthe Lender, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company CB Holdings and its Subsidiaries as at the dates date indicated and the results of their operations and their cash flows flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. (b) as soon as practicable and in any event within forty five (45) days after the end of each fiscal quarter a consolidated balance sheet of CB Holdings and its Subsidiaries as at the end of such quarter and the related consolidated statement of income of CB Holdings and its Subsidiaries for such quarter and the portion of CB Holdings' fiscal year ended at the end of such quarter, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the prior fiscal year, all in reasonable detail and certified by the Company's Chief Financial Officer as fairly presenting the financial condition of CB Holdings and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated, subject to normal year-end adjustment; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company CB Holdings and its Subsidiaries pursuant to subdivisions clauses (a) and (b) above, a Compliance Certificate of the Company (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has signers have reviewed the terms of this the Agreement and has the Notes and have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at the date of such Officer’s the Compliance Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; thereto and (bii) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of the applicable such accounting periods with the restrictions contained in Section 76.3; (d) together with each delivery of consolidated financial statements pursuant to clause (a) above, and so long as and to the extent not contrary to the then current recommendations of the American Institute of Certified Public Accountants, a written statement by the independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the Notes as they relate to accounting matters, (ii) stating whether in connection with their audit examination, any Event of Default or Potential Event of Default has come to their attention and if so, specifying the nature and period of existence thereof, and (iii) confirming the calculations set forth in the Compliance Certificate delivered simultaneously therewith pursuant to clause (c) above; (e) promptly after the occurrence of any Event of Default or Potential Event of Default, an Officers' Certificate of the Company setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto; (f) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available by CB Holdings to its security holders, all registration statements (other than the exhibits thereto) and annual, quarterly or monthly reports, if any, filed by CB Holdings with the Commission; (g) promptly, to the extent delivered under the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness, upon becoming aware of the occurrence of (i) any Reportable Event involving any Pension Plan, (ii) any "prohibited transaction," as such term is defined in Section 4975 of the Internal Revenue Code (which prohibited transaction could subject any ERISA Affiliate) to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan (or any trust created thereunder), (iii) any assertion of withdrawal liability of any Multiemployer Plan, (iv) any partial or complete withdrawal (by the Company or an ERISA Affiliate) from any Multiemployer Plan under Title IV of ERISA (or assertion thereof), (v) any cessation of operations (by the Company or an ERISA Affiliate) at a facility in the circumstances described in Section 4068(f) of ERISA, (vi) the withdrawal by the Company or an ERISA Affiliate from a Pension Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (vii) the failure by the Company or any 47 ERISA Affiliate to make a payment to a Plan required under Section 302(f)(1) of ERISA, which Section imposes a lien for failure to make required payments, (viii) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; (h) promptly, to the extent delivered under the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness, copies of (i) all notices received by any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan administered or maintained by the Company or its ERISA Affiliates or to have a trustee appointed to administer any such Pension Plan; (ii) at the request of the Lender each annual report (IRS Form 5500 Series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or its ERISA Affiliates, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or its Subsidiaries in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any ERISA Affiliate with the Revenue Service with respect to each such Plan; (i) promptly after the Company obtains knowledge thereof, notice of all litigation or proceedings commenced or threatened affecting the Company in which there is a reasonable possibility of an adverse decision and (i) which involves alleged liability in excess of $1,000,000 (in the aggregate), (ii) in which injunctive or similar relief is sought which if obtained could have a material adverse effect on the business, assets, prospects, results of operation or financial condition of the Company and its Subsidiaries taken as a whole or (iii) which questions the validity or enforceability of any Loan Document; (j) promptly upon receipt thereof, copies of all final reports or letters submitted to the Company by its independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Company or its Subsidiaries made by such accountants, including, without limitation, any management report, and the Company agrees to obtain such a report in connection with each of its annual audits to the extent required under the Senior Credit Agreement or any agreement governing Permitted Refinancing Indebtedness; (k) promptly after the availability thereof, copies of all material amendments to the certificate of incorporation or By-laws of the Company and any of its Subsidiaries; (l) promptly after the receipt thereof, a copy of any notice, summons, citation, letter or other communication concerning any actual, alleged, suspected or threatened violation of Environmental Requirements (as defined in the Senior Credit Agreement), or liability of the Company or any of its Subsidiaries for Environmental Damages (as defined in the Senior Credit Agreement) in connection with its real property or past or present activities of any Person thereon; (m) with reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested by the Lender; (n) prior written notice of the amount, recipient and time of each payment or allocation (or other reservation or segregation of funds) of "Excess Proceeds of Issuance of Stock" (as defined in the Senior Credit Agreement) for the benefit of the lender under the Senior Credit Agreement or the Company; and (o) promptly after the Lender's request, such other information pertaining to the Senior Credit Agreement, collateral therefor or payments or performance thereunder as the Lender may from time to time request.

Financial Statements and Other Reports. Company will maintain, The Borrower -------------------------------------- and cause each of its Subsidiaries to maintain, will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. Company GAAP and the Borrower will deliver to the Administrative Agent and (which will deliver copies thereof to the Lenders:) (except to the extent otherwise expressly provided below in subsection 5.01(b)(ii)): (i) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each of the first three Fiscal Quarter, Quarters of each Fiscal Year ending after the Effective Date the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Quarter period, and the related consolidated statements of operations, changes in stockholders’ income and shareholders' equity and cash flows of Company the Borrower and its consolidated Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer or controller of Company the Borrower that they fairly present, in all material respects, present the financial condition of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicatedfinancial position, subject to changes resulting from audit and normal year-end adjustments, based on the Borrower's normal accounting procedures applied on a consistent basis (except as noted therein); (ii) Year-End Financial: as soon as available practicable and in any event within 90 days after the end of each Fiscal Year, Year the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year year and the related consolidated statements of operations, changes in stockholders’ income and shareholders' equity and cash flows of Company the Borrower and its consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, an Independent Public Accountant which report shall be un-qualifiedunqualified as to (w) the accuracy of all numbers or amounts set forth in such financial statements, shall express no doubts about (x) the ability inclusion or reflection in such financial statements of Company all amounts pertaining to contingencies required to be included or reflected therein in accordance with GAAP, (y) going concern and its Subsidiaries to continue as a going concern, (z) scope of audit and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed noted in such financial statementsreport and approved by such Independent Public Accountant) and that the examination by such accountants Independent Public Accountant in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;; The Borrower will be deemed to have complied with the requirements of Section 5.01(a)(i) hereof if within 45 days after the end of each Fiscal Quarter (other than the final Fiscal Quarter) of each of its Fiscal Years, a copy of the Borrower's Form 10-Q as filed with the Securities and Exchange Commission with respect to such Fiscal Quarter is furnished to the Administrative Agent, and the Borrower will be deemed to have complied with the requirements of Section 5.01(a)(ii) hereof if within 90 days after the end of each of its Fiscal Years, a copy of the Borrower's Annual Report on Form 10-K as filed with the Securities and Exchange Commission with respect to such Fiscal Year is furnished to the Administrative Agent. (iiii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company the Borrower and its Subsidiaries consolidated subsidiaries pursuant to subdivisions (ia)(i) and (iia)(ii) above, (ax) an Officer’s 's Certificate of Company the Borrower stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her such signer's supervision, a review in reasonable detail of the transactions and condition of Company the Borrower and its Subsidiaries consolidated subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s the Officers' Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (by) a Compliance an Officer's Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 76.03 hereof (a "Compliance Certificate") and, in addition, a written statement of the chief accounting officer, chief financial officer, any vice president or the treasurer or any assistant treasurer of the Borrower describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Officer's Certificate relating to compliance with Section 6.03 hereof; (ii) promptly upon their becoming available but only to the extent requested by the Administrative Agent, copies of all publicly available financial statements, reports, notices and proxy statements sent by the Borrower to its security holders, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower with any securities exchange or with the Securities and Exchange Commission; (iii) promptly upon (and in no event later than three days after) any of the chairman of the board, the chief executive officer, the president, the chief accounting officer, the chief financial officer or the treasurer of the Borrower obtaining actual knowledge (x) of any condition or event which constitutes an Event of Default or Default, or (y) of a Material Adverse Effect, an Officer's Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Default, event or condition, and what action, if any, the Borrower has taken, is taking and proposes to take with respect thereto; (iv) with reasonable promptness, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by any Lender.

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Borrower will deliver to Administrative Agent and Lenders: (i) Quarterly FinancialMONTHLY FINANCIALS: as soon as available and in any event within 45 30 days after the end of each Fiscal Quartermonth, (a) the consolidated and consolidating (consistent with those delivered on a quarterly basis to its shareholders) balance sheets sheet of Company Borrower and its Subsidiaries as at the end of such Fiscal Quarter fiscal period and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Quarter fiscal period and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal period, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared for such fiscal period, all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; , (iib) Year-End Financial: as soon as available a narrative report describing the operations of Borrower and its Subsidiaries in any event the form prepared for presentation to senior management for such fiscal period and for the period from the beginning of the then current Fiscal Year to the end of such fiscal period and (c) a Borrowing Base Certificate (provided, however, that a Borrowing Base Certificate for the last month of a Fiscal Quarter shall be delivered within 90 45 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsmonth); (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintainDeliver to the Administrative Agent, in form and cause each of its Subsidiaries detail reasonably acceptable to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to the Administrative Agent and LendersAgent: (ia) Quarterly Financial: as soon as available and available, but in any event within 45 105 days after the end of each Fiscal QuarterYear of Holdings, the consolidated a Consolidated balance sheets sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Quarter Year, and the related consolidated Consolidated statements of income or operations, changes in stockholdersshareholders’ equity (if available) and cash flows for such Fiscal Year setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Company Ernst & Young LLP or another Registered Public Accounting Firm of nationally recognized standing reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the Fiscal Quarter ending May 26, 2012) a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations and cash flows for such Fiscal Quarter and for the period from the beginning portion of the then current Holdings’ Fiscal Year to the end of such Fiscal Quarterthen ended, setting forth in each case in comparative form the corresponding figures for the corresponding periods Fiscal Quarter of the previous Fiscal YearYear and the corresponding portion of the previous Fiscal Year and to the figures as set forth in the projections delivered pursuant to Section 6.01(d), all in reasonable detail and detail, certified by the chief financial officer a Responsible Officer on behalf of Company that they Holdings as fairly present, presenting in all material respects, respects the financial condition condition, results of Company operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicatedin accordance with GAAP, subject only to changes resulting from audit and normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; (iic) Year-End Financial: during any Monthly Financial Statement Delivery Period, as soon as available and available, but in any event within 90 40 days after the end of each of the Fiscal YearMonths of each Fiscal Year of Holdings (commencing with the first full Fiscal Month ended after the Closing Date) (and except with respect to (i) the last Fiscal Month of each Fiscal Quarter of Holdings, with respect to which the consolidated applicable period for delivery shall be 50 days rather than 40 days, and (ii) the last Fiscal Month of each Fiscal Year of Holdings, with respect to which the applicable period for delivery shall be 105 days rather than 40 days, and (iii) the first Fiscal Month of each Fiscal Year of Holdings, with respect to which the applicable period for delivery shall be 70 days rather than 40 days), a Consolidated balance sheets sheet of Company Holdings and its Subsidiaries as at of the end of such Fiscal Year Month, and the related consolidated Consolidated statements of operations, changes in stockholders’ equity income or operations and cash flows of Company and its Subsidiaries for such Fiscal YearMonth and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form for the corresponding figures for month of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, and to the figures as set forth in the projections delivered pursuant to Section 6.01(d), all in reasonable detail and duly certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity, and cash flows of Holdings and its Subsidiaries in accordance with a report thereon GAAP, subject only to normal year-end and quarterly adjustments and the absence of PricewaterhouseCoopers LLP or other independent certified public accountants footnotes. Upon the commencement of recognized national standing selected by Company and satisfactory any Monthly Financial Statement Delivery Period, the Borrower shall deliver to the Administrative Agent, within five (5) days following the first day of such Monthly Financial Statement Delivery Period, the foregoing financial statements for the most recently ended Fiscal Month for which report shall be un-qualifiedfinancial statements would have been due prior to such date had the last day of such Fiscal Month occurred during a Monthly Financial Statement Delivery Period. (d) as soon as available, shall express but in any event no doubts about later than 60 days after the ability end of Company each Fiscal Year of Holdings commencing at the end of the Fiscal Year ending February 23, 2013, an annual budget of Holdings and its Subsidiaries to continue as on a going concernConsolidated basis for the immediately following Fiscal Year, prepared by management of the Loan Parties for its internal use consistent with the annual budget and shall state that such consolidated related financial statements fairly present, in all material respects, delivered by the consolidated financial position of Company and its Subsidiaries as at Borrower under the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except Existing Credit Agreement or as otherwise disclosed in such financial statementsreasonably acceptable to the Administrative Agent; and (e) and that simultaneously with the examination by such accountants in connection with such consolidated delivery of each set of financial statements has been made referred to in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) Section 6.01(a), Section 6.01(b) and Section 6.01(c) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries and variable interest entities (if any) from such financial statements and (ii) Section 6.01(a) and Section 6.01(b) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in management narrative report providing reasonable detail on the financial results of Holdings for the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements compared to the corresponding prior year period and that the key factors (as determined in good faith by the Borrower) causing such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;changes.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with past sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver to Administrative Agent the Trustee and Lendersthe Holders: (ia) Quarterly Financial: as soon as available practicable, and in any event within 45 30 days after the end of each Fiscal Quarterof the first two calendar months of each quarter (except 50 days in the case of January and 40 days in the case of February) in each year, the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Quarter period and the related consolidated (and, as to statements of operationsincome only, changes in stockholders’ equity and consolidating) statements of income, cash flows and partners' equity of the Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quartermonth, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, present the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available adjustment; and in any event within 90 10 days after the end of each Fiscal Yearcalendar month in each year, a "flash report" (substantially in the form presently prepared by the Company) setting forth the number of barrels sold, revenues and gross margins for such month; (b) as soon as practicable, and in any event within 45 days after the end of each of the first three quarters in each year, consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Year period and the related consolidated (and, as to statements of operationsincome only, changes in stockholders’ equity and consolidating) statements of income, cash flows and partners' equity of the Company and its Subsidiaries for such Fiscal Yearmonth and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year, with a report thereon all in reasonable detail and certified by the chief financial officer of PricewaterhouseCoopers LLP or other independent certified public accountants the Company that they fairly present the financial condition of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) indicated, subject to changes resulting from audit and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsnormal year-end adjustment; (iiic) Officer’s as soon as practicable, and Compliance Certificates: in any event within 90 days after the end of each year, consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such year and the related consolidated (and, as to statements of income only, consolidating) statements of income, cash flows and partners' equity of the Company and its Subsidiaries for such year with a report thereon by the independent public accountants of the Company, setting forth in each case in comparative form the consolidated figures for the previous fiscal year, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations for the periods indicated; (d) As soon as practicable, and in any event within 30 days after the end of January and February of each year, preliminary consolidated and consolidating balance sheets of the Company as at the end of such period and the related preliminary consolidated and consolidating statements of income of the Company and its subsidiaries for such month, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year; (e) together with each delivery of the consolidated financial statements of the Company and its Subsidiaries pursuant to subdivisions subsections (ia), (b) and (iic) above, (ai) an Officer’s Officers' Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement Indenture and has the Securities and have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at the date of such Officer’s the Officers' Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; and (bii) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the each applicable accounting periods period with the restrictions contained in Section 7415, and specifying the aggregate amount of interest paid (in cash and in kind) or accrued by the Company and its Subsidiaries, the sources of deposits into, and uses of withdrawals from, the aggregate amount of depreciation and amortization charged on the books of the Company and its Subsidiaries, and, if applicable to such accounting period, the detailed calculation of CDSA and the distribution of payments thereof to the priorities identified in Section 307(d) or to the CDSA Account, for such accounting period and, if applicable to such accounting period, detailed calculation of the amount of Excess Cash to be distributed and the distribution of payments thereof to the priorities identified in Section 307(e) for such accounting period; provided that a Compliance Certificate need not be delivered with delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above; (f) promptly upon receipt thereof, copies of all reports submitted to the Company or its Subsidiaries by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company and its Subsidiaries made by such accountants, including, without limitation, the management letter submitted by such accountants in connection with their annual audit; (g) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements, if any, sent or made available generally by the Company to its security holders or by any Subsidiary of the Company to its security holders other than the Company or another Subsidiary, of all regular and periodic reports (including, Forms 10-Q, 10-K and 8-K), all registration statements and prospectuses, if any, and all other information and documents filed by the Company or any of its Subsidiaries with any securities exchange or with the Commission or any governmental authority succeeding to any of its functions, and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries; (h) promptly upon any officer of the Company obtaining knowledge (i) of any condition or event which constitutes an Event of Default or Potential Event of Default, (ii) that any Person has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 501(d), (iii) of a material adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, or event or condition, and what action the Company or such Subsidiary, as the case may be, has taken, is taking and proposes to take with respect thereto, or (iv) that any holder of a Lien permitted by Section 410(g) has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to such Lien that could result in the foreclosure or enforcement of such Lien against the assets of the Company or any Subsidiary; (i) promptly upon any officer of the Company obtaining knowledge of (i) the institution of, or threat of, any action, suit, proceeding, governmental investigation or arbitration against or materially and adversely affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries, which constitutes a claim with a reasonable likelihood of success and which has not previously been disclosed by the Company to the Holders, or (ii) any material development in any such action, suit, proceeding, governmental investigation or arbitration, which if adversely determined, might materially and adversely affect the business, operations, properties, assets or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, the Company shall promptly given notice thereof to the Holders and provide such other information as may be reasonably available to the Company to enable the Holders and their counsel to evaluate such matters; (j) promptly upon becoming aware of the occurrence of any (i) Termination Event, or (ii) "prohibited transaction," as such terms are defined in Section 4975 of the Internal Revenue Code, in connection with any Pension Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Company has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect thereto; (k) with reasonable promptness copies of (i) all notices received by the Company or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (ii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Company or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (iii) all notices received by the Company or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA; (l) as soon as practicable, and in any event within 10 days after the end of each month, a report setting forth a list of letters of credit outstanding, the issue date, the expiration date, the beneficiary and the use of each letter of credit outstanding as of such date; (m) on or before November 1 of each year draft, and on or before November 30 of each year final, projections for the Company for the next year containing balance sheets, income statements and cash flow statements for the year and for each month of the year; (n) at least 30 days prior to the end of each quarter, a projected statement of weekly cash flows for the next quarter; and (o) with reasonable promptness, such other information and data with respect to the Company or its Subsidiaries as from time to time may be reasonably requested by the Trustee or the Holders.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries Deliver to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lendersthe Lender: (ia) Quarterly Financial: as As soon as available and in any event within 45 thirty (30) days after the end of each Fiscal Quartercalendar month, statements of income, changes in stockholders' equity, and cash flows of the Company and, if applicable, Company's Subsidiaries, on a consolidated and consolidating basis for the immediately preceding month, and related balance sheet as at the end of the immediately preceding month, all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis, and certified as to the fairness of presentation by the president and chief financial officer of the Company, subject, however, to year-end audit adjustments. (b) As soon as available and in any event within ninety (90) days after the close of each fiscal year: statements of income, changes in stockholders' equity and cash flows of the Company, and, if applicable, Company's Subsidiaries, on a consolidated and consolidating basis for such year, the consolidated related balance sheets of Company and its Subsidiaries sheet as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, year (setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearpreceding fiscal year), all in reasonable detail and certified by the chief financial officer of Company that they fairly presentdetail, prepared in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for accordance with GAAP applied on a consistent basis throughout the periods indicatedinvolved, subject and accompanied by an opinion in form and substance satisfactory to changes resulting from audit the Lender and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after prepared by an accounting firm reasonably satisfactory to the end of each Fiscal YearLender, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and satisfactory acceptable to Administrative Agentthe Lender, which report shall be un-qualified, shall express no doubts about as to said financial statements and a certificate signed by the ability president and chief financial officer of the Company and its Subsidiaries to continue as a going concern, and shall state stating that such consolidated said financial statements fairly presentpresent the financial condition and results of operations of the Company and, in all material respectsif applicable, the consolidated financial position of Company and its Company's Subsidiaries as at the dates indicated end of, and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in for, such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;year. (iiic) Officer’s and Compliance Certificates: together Together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) aboverequired in this Section 6.2, (a) an Officer’s Certificate 's Certificate. (d) Reports in respect of the Pledged Mortgages and Pledged Securities, in such detail and at such times as the Lender in its discretion may request at any time or from time to time to be delivered with the monthly financial statements required in Section 6.2(a). (e) Copies of all regular or periodic financial and other reports, if any, which the Company stating that shall file with the signer has reviewed the terms Securities and Exchange Commission or any governmental agency successor thereto and copies of this Agreement and has madeany audits completed by GNMA, FHLMC, or caused to be made under his/her supervision, a review in reasonable detail FNMA. Copies of the transactions and Mortgage Bankers' Financial Reporting Forms (FNMA Form 1002) which the Company shall have filed with FNMA. (f) From time to time, with reasonable promptness, such further information regarding the business, operations, properties or financial condition of the Company and its Subsidiaries during as the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;Lender may reasonably request.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with past sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver to Administrative Agent the Trustee and Lendersthe Holders: (ia) Quarterly Financial: as soon as available practicable, and in any event within 45 30 days after the end of each Fiscal Quarterof the first two calendar months of each quarter (except 50 days in the case of January and 40 days in the case of February) in each year, the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Quarter period and the related consolidated (and, as to statements of operationsincome only, changes in stockholders’ equity and consolidating) statements of income, cash flows and partners' equity of the Company and its Subsidiaries for such Fiscal Quarter month and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quartermonth, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, present the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-year- end adjustmentsadjustment; (iib) Year-End Financial: as soon as available practicable, and in any event within 90 45 days after the end of each Fiscal Yearof the first three quarters in each year, the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Year period and the related consolidated (and, as to statements of operationsincome only, changes in stockholders’ equity and consolidating) statements of income, cash flows and partners' equity of the Company and its Subsidiaries for such Fiscal Yearmonth and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year, with a report thereon all in reasonable detail and certified by the chief financial officer of PricewaterhouseCoopers LLP or other independent certified public accountants the Company that they fairly present the financial condition of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;the

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries Borrower shall furnish to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and LendersLender: (ia) Quarterly Financial: as soon as available available, and in any event within 45 no later than 25 days after the end last day of each Fiscal Quartercalendar month, a copy of the balance sheet of Borrower as of the last day of such month and the statements of income, retained earnings, cash flows and written management description (in reasonable detail) on Borrower for the month and for the fiscal year to date period then ended, each in reasonable detail, prepared by Borrower in accordance with GAAP (subject to the absence of footnote disclosures and normal year end adjustments) and certified to by its chief financial officer or another officer of Borrower acceptable to Lender (collectively, the consolidated “Monthly Financial Statements”); (b) as soon as available, and in any event no later than 90 days after the last day of each fiscal year of Borrower, a copy of the audited balance sheets sheet of Company and its Subsidiaries Borrower as at of the end last day of such Fiscal Quarter the fiscal year then ended and the related consolidated statements audited statement of operationsincome, changes in stockholders’ equity statement of retained earnings, and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the fiscal year then current Fiscal Year to the end of such Fiscal Quarterended, setting forth in each case and accompanying notes thereto, showing in comparative form the corresponding figures for the corresponding periods previous fiscal year, accompanied in the case of the previous Fiscal Yearfinancial statements by an unqualified opinion of an independent public accountant firm of recognized standing, all selected by Borrower and reasonably satisfactory to Lender, to the effect that such financial statements have been prepared in reasonable detail accordance with GAAP and certified by the chief financial officer of Company that they present fairly present, in all material respects, respects in accordance with GAAP the financial condition of Company and its Subsidiaries Borrower as at of the dates indicated close of such fiscal year and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit fiscal year then ended and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end that an examination of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants accounts in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiic) Officer’s and Compliance Certificates: together with each delivery of within the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions period provided in subsection (i) and (iib) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail written statement of the transactions and condition accountants who certified the audit report thereby required that in the course of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not their audit they have obtained no knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if such accountants have obtained knowledge of any such condition Default or event existed or existsEvent of Default, specifying they shall disclose in such statement the nature and period of the existence thereof and what action Company has takenall reports rendered by such accountants to Borrower’s management, is taking and proposes such accountants shall be available for discussions with officers of Lender; (d) promptly after receipt thereof, a copy of each audit made by any regulatory agency of the books and records of Borrower or of notice of any material noncompliance with any applicable law, regulation or guideline relating to take with respect thereto; Borrower, or its business; (e) as soon as available, and (b) in any event no later than 30 days prior to the end of each fiscal year of Borrower, a Compliance Certificate demonstrating copy of Borrower’s operating and financial budgets for the following fiscal year, such operating and financial budgets to show Borrower’s projected balance sheet and statements of income, retained earnings and cash flows, each on a monthly basis, such business plan to be in reasonable detail compliance prepared by Borrower and in form reasonably satisfactory to Lender (which shall include, without limitation, a summary of all material assumptions made in preparing such business plan); and (f) as soon as available, and in any event no later than 25 days after the last day of each calendar month, a written certificate (“Compliance Certificate”) signed by the chief financial officer of Borrower or another officer of Borrower acceptable to Lender to the effect that (i) to the best of such officer’s knowledge and belief no Default or Event of Default has occurred during such period or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and at specifying the end action, if any, taken by Borrower to remedy the same; (ii) a review of the applicable accounting periods activities of Borrower during the preceding fiscal quarter has been made under the supervision of the signing Officers with a view to determining whether Borrower has kept, observed, performed and fulfilled its obligations under this Agreement, (iii) to the restrictions best of his or her knowledge Borrower has kept, observed, performed and fulfilled each and every covenant contained in Section 7;this Agreement and is not in default in the performance or observance of any of the terms, provisions and conditions of this Agreement.

Financial Statements and Other Reports. Company Borrowers will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Borrowers will deliver to Administrative Agent and Lenders: (i) Monthly Financials: as soon as available and in any event within 30 days after the end of each month, the consolidated and consolidating balance sheets of LVSI and its Subsidiaries as at the end of such month and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of LVSI and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of LVSI and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each Fiscal Quarter, (a) the consolidated and consolidating balance sheets of LVSI and its subsidiaries (including the Excluded Subsidiaries) as at the end of such Fiscal Quarter and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of LVSI and its subsidiaries (including the Excluded Subsidiaries) for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter), setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of LVSI and its subsidiaries (including the Excluded Subsidiaries) as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (b) the consolidated balance sheets of Company LVSI and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company LVSI and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of LVSI and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (c) the consolidated balance sheets of New Mall Subsidiary and its subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders' equity and cash flows of New Mall Subsidiary and its subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of Company New Mall Subsidiary and its Subsidiaries subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; and (d) a narrative report describing the operations of LVSI and its subsidiaries (including the Excluded Subsidiaries) in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (iiiii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated and consolidating balance sheets of LVSI and its subsidiaries (including the Excluded Subsidiaries) as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of LVSI and its subsidiaries (including the Excluded Subsidiaries) for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of LVSI and its subsidiaries (including the Excluded Subsidiaries) as at the dates indicated and the results of their operations and their cash flows for the periods indicated; (b) the consolidated balance sheets of Company LVSI and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company LVSI and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of LVSI and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated; (c) the consolidated balance sheets of New Mall Subsidiary and its subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of New Mall Subsidiary and its subsidiaries for such Fiscal Year, with setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of Mall Subsidiary and its subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated; (d) a narrative report describing the operations of LVSI and its subsidiaries (including the Excluded Subsidiaries) in the form prepared for presentation to senior management for such Fiscal Year; and (e) in the case of such consolidated financial statements specified in subdivisions (a) to (c) above, a report thereon of PricewaterhouseCoopers Price Waterhouse LLP or other independent certified public accountants of recognized national standing selected by Company Borrowers and reasonably satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified as to scope of audit, shall express no doubts about the ability of Company and its Subsidiaries the Persons covered thereby to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company LVSI and its subsidiaries (including the Excluded Subsidiaries), LVSI and its Subsidiaries and Mall Subsidiary and its subsidiaries, respectively as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Each Borrower will deliver to Administrative Agent and Lenders: Agent: (i1) Quarterly Financial: as soon as available and in any event within 45 available, but no later than thirty (30) days after the end last day of each Fiscal Quartermonth, the a company prepared consolidated balance sheets of Company sheet, cash flow and income statement covering Borrowers’ and its Subsidiaries as at Consolidated Subsidiaries’ consolidated operations during the end of such Fiscal Quarter and the related consolidated statements of operationsperiod, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterprepared under GAAP, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearconsistently applied, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, a Responsible Officer and in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject a form acceptable to changes resulting from audit and normal year-end adjustments; Administrative Agent; (ii2) Year-End Financial: as soon as available and in any event within 90 available, but no later than one hundred fifty (150) days after the end last day of each Fiscal YearBorrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated financial statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other from an independent certified public accountants of recognized national standing selected by Company and satisfactory accounting firm acceptable to Administrative AgentAgent in its reasonable discretion; (3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (4) a prompt report shall be un-qualified, shall express no doubts about the ability of Company and any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could result in damages or costs to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position Borrower or any of Company and its Subsidiaries as at of Fifty Thousand Dollars ($50,000) or more; (5) prompt written notice of an event that materially and adversely affects the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, value of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect theretoIntellectual Property; and (b6) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Administrative Agent with the monthly financial statements, a duly completed Compliance Certificate demonstrating in reasonable detail signed by a Responsible Officer setting forth calculations showing compliance during and at the end of the applicable accounting periods with the restrictions contained financial covenants set forth in Section 7;this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, once every five (5) Business Days, deliver to Administrative Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).

Financial Statements and Other Reports. Company The Borrower will maintain, and cause each of its Subsidiaries subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAPGAAP in effect from time to time. Company The Borrower will deliver to Administrative Agent and Lenders:the Lenders (except to the extent otherwise expressly provided below in Section 5.01(b)): (a) (i) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each Fiscal Quarter, fiscal quarter ending after the Effective Date in the Borrower’s fiscal year the consolidated balance sheets sheet of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the end of such Fiscal Quarter period, and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of Company the Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth consolidated subsidiaries in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer or controller of Company the Borrower that they fairly present, in all material respects, present the financial condition of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicatedflows, subject to changes resulting from audit and normal year-year end adjustments, based on their respective normal accounting procedures applied on a consistent basis (except as noted therein); (ii) Year-End Financial: as soon as available practicable and in any event within 90 days after the end of each Fiscal Year, fiscal year the consolidated balance sheets sheet of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the end of such Fiscal Year year and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of Company the Borrower and its Subsidiaries consolidated subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, the Borrower which report shall be un-qualified, shall express no doubts about the ability unqualified as to going concern and scope of Company and its Subsidiaries to continue as a going concern, audit and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicated in conformity with GAAP generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise disclosed noted in such financial statementsreport) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company the Borrower and its Subsidiaries consolidated subsidiaries pursuant to subdivisions (ia)(i) and (iia)(ii) above, (aA) an Officer’s Certificate of Company the Borrower stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her such signer’s supervision, a review in reasonable detail of the transactions and condition of Company the Borrower and its Subsidiaries consolidated subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s the Officers’ Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (bB) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP during and at the end of the applicable such accounting periods periods) with the restrictions contained in Section 76.03 and, in addition, a written statement of the chief accounting officer, chief financial officer, any vice president or the treasurer or any assistant treasurer of the Borrower describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to the Borrower’s compliance with Section 6.03 hereof; (ii) promptly upon their becoming available but only to the extent requested by a Lender, copies of all publicly available financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Subsidiary of the Borrower to its security holders other than the Borrower or another Subsidiary, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Borrower or any Subsidiary to the public concerning material developments in the business of the Borrower and its Subsidiaries; (iii) promptly upon the chairman of the board, the chief executive officer, the president, the chief accounting officer, the chief financial officer, the treasurer or the general counsel of the Borrower obtaining knowledge (A) of any condition or event which constitutes an Event of Default or Potential Event of Default, (B) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.02, or (C) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole (other than any change which has been publicly disclosed), an Officer’s Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (iv) with reasonable promptness, such other information and data with respect to the Borrower or any of its subsidiaries as from time to time may be reasonably requested by any Lender. Information required to be delivered pursuant to Sections 5.01(a) and 5.01(b)(ii) above shall be deemed to have been delivered on the date on which the Borrower provides notice to the Lenders that such information has been posted on the Borrower’s website on the Internet at the website address listed on the signature pages hereof, at xxxx://xxx.xxx.xxx/edaux/searches.htm or at another website identified in such notice and accessible by the Lenders without charge; provided that (i) such notice may be included in a certificate delivered pursuant to Section 5.01(b) and (ii) the Borrower shall deliver paper copies of the information referred to in Sections 5.01(a) and 5.01(b)(ii) to any Lender which requests such delivery. The information required to be delivered pursuant to Section 5.01(b) may be delivered electronically to the Administrative Agent.

Financial Statements and Other Reports. Company The Borrower will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company The Borrower will deliver or cause to be delivered to the Administrative Agent and Lendersfor delivery to the Banks: (ia) Quarterly Financial: as soon as available and in any event within 45 60 days after the end of each Fiscal Quarterof the first three fiscal quarters of each fiscal year of the Borrower, commencing with the consolidated first such fiscal quarter ending after the Effective Date, a balance sheets sheet of Company and its Subsidiaries the Borrower as at the end of such Fiscal Quarter quarter and the related consolidated statements of operationsincome, changes in stockholders’ partners' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal quarter, all in accordance with GAAP, setting forth in each case in comparative form the corresponding figures for the corresponding periods quarters of the previous Fiscal Yearfiscal year, if available, all in reasonable detail and certified by the chief Chief Financial Officer of the Borrower that such financial officer of Company that they statements fairly present, in all material respects, present the financial condition of Company and its Subsidiaries the Borrower as at the dates indicated and the results of their its operations and their its cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsadjustment; (iib) Year-End Financial: as soon as available and in any event within 90 120 days after the end of each Fiscal Yearfiscal year of the Borrower, a balance sheet of the consolidated balance sheets of Company and its Subsidiaries Borrower as at the end of such Fiscal Year year and the related consolidated statements of operationsincome, changes in stockholders’ partners' equity and cash flows of Company and its Subsidiaries the Borrower for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearyear, with if available, and all in reasonable detail and accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentstanding, which report shall be un-qualified, in form and substance reasonably satisfactory to the Required Banks and shall express no doubts about the ability of Company be unqualified and its Subsidiaries to continue as a going concern, unlimited in scope and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries the Borrower as at the dates indicated and the results of their its operations and their its cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided that such reports of independent certified public accountants may include a Permitted Qualification; provided further that such reports of independent public accountants as to FQE 12/02 will be substantially the same as those delivered in connection with Qualifying Debt Incurrence (it being understood with respect to the fiscal year ending as of FQE 12/02, comparative figures for the prior year will not be included in the report of the current certified public accountants); (iiic) Officer’s within 30 days after the end of each month, a balance sheet of the Borrower as at the end of such month and Compliance Certificates: the related statements of income and cash flows for such month, all in accordance with GAAP, setting forth in each case in comparative form the figures for the corresponding month of the previous fiscal year, if available, all in reasonable detail and certified by the Chief Financial Officer of the Borrower that such financial statements fairly present the financial condition of the Borrower as at the dates indicated and the results of its operations and its cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustment; (d) together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (ia) and (iib) above, (ai) an Officer’s 's Certificate of Company stating that the signer has reviewed the terms of this Agreement and the Notes and has made, or caused to be made under his/her his supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries the Borrower during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such the Officer’s 's Certificate, of any condition or event that which constitutes an Event of a Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (bii) a Compliance Certificate compliance certificate in the form of Schedule E hereto demonstrating in reasonable detail compliance during and at the end of the applicable such accounting periods with the applicable restrictions contained in Sections 5.16, 5.18, 5.19, 5.20 and 5.23; and (iii) together with each delivery of financial statements pursuant to subdivision (a) above for each fiscal year ending on or after FQE12/03, a calculation of Excess Cash Flow for such fiscal year; (e) together with each delivery of the financial statements pursuant to subdivision (b) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the Notes as they relate to accounting matters and (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default that would not be disclosed in the course of their audit examination; (f) promptly upon any Authorized Officer of the Borrower obtaining actual knowledge (i) of any condition or event which constitutes a Default or becoming aware that any Bank or Agent has given any notice with respect to a claimed Default, (ii) that any Person has given any notice to the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 76.01(b), or (iii) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower or either Theme Park, an Officer's Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto; (g) promptly upon any Authorized Officer of the Borrower obtaining actual knowledge of (i) the institution of, or threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any property of the Borrower not previously disclosed by the Borrower to the Banks, or (ii) any material development in any such action, suit, proceeding, governmental investigation or arbitration, which, in either case could reasonably be expected to have a Material Adverse Effect, the Borrower shall promptly give notice thereof to the Administrative Agent and the Banks; (h) promptly upon any Authorized Officer of the Borrower obtaining actual knowledge of the occurrence of any (i) Termination Event, or (ii) "prohibited transaction," as such term is defined in Section 4975 of the Internal Revenue Code, in connection with any Pension Plan or any trust created thereunder, a notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect thereto; (i) with reasonable promptness, copies of (i) all notices received by the Borrower or any of the Borrower's ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; and (ii) all notices received by the Borrower or any of the Borrower's ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA; and (j) with reasonable promptness, such other information and data with respect to the Borrower or either Theme Park as from time to time may be reasonably requested by the Administrative Agent upon the instruction of any Bank.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Borrower will deliver to Administrative Agent and Lenders: (ia) Quarterly Financial: during Stage 1, as soon as available and in any event within 45 thirty (30) days after the end of each Fiscal Quartermonth ending after the Closing Date, the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; 59 66 (b) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail detail, together with (1) a Financial Officer Certification, (2) a Narrative Report with respect thereto and certified by (3) a revised Schedule 4.1 (if necessary) reflecting all changes in the chief financial officer of Company that they fairly present, in all material respects, the financial condition organizational structure and capital structure of Company and its Subsidiaries as at since the dates indicated and delivery of the results of their operations and their cash flows last quarterly financial information, which revised Schedule 4.1 will be deemed to amend the then-existing Schedule 4.1 for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsall purposes under this Agreement; (iic) Year-End Financial: as soon as available and in any event within 90 ninety (90) days after the end of each Fiscal Year, (i) the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; (ii) a report thereon of PricewaterhouseCoopers LLP Arthxx Xxxexxxx XXX or other independent certified public accountants of recognized national standing selected by Company and in form and substance satisfactory to Administrative Agent, which report shall be un-qualifiedtogether with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of the Credit Documents, shall express no doubts about (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the ability nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof and (iii) a revised Schedule 4.1 (if necessary) reflecting all changes in the organizational structure and capital structure of Company and its Subsidiaries since the delivery of the last quarterly financial information, which revised Schedule 4.1 will be deemed to continue as a going concern, and shall state that such consolidated amend the then-existing Schedule 4.1 for all purposes under this Agreement; (d) together with each delivery of financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementspursuant to Sections 5.1(b) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards5.1(c), a duly executed and completed Compliance Certificate; (iiie) Officer’s if, as a result of any change in accounting principles and Compliance Certificates: together with each delivery policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Company and its Subsidiaries delivered pursuant to Section 5.1(a), 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then together with the first delivery of such financial statements after such change one or more a statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent; (f) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by Company to its security holders acting in such capacity or by any Subsidiary of Company to its security holders other than Company or another Subsidiary of Company, (ii) aboveall regular and periodic reports (but not including, unless requested by Administrative Agent, routine reports regularly filed with the FCC and state commissions with jurisdiction over telecommunications matters) and all registration statements (aother than on Form S-8 or a similar form) an Officer’s Certificate and prospectuses, if any, filed by Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, and (iii) all press releases and other statements made available generally by Company or any of its Subsidiaries to the public concerning material developments in the business of Company stating that the signer has reviewed the terms or any of this Agreement and has made, its Subsidiaries; (g) promptly upon any officer of Borrower or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have obtaining knowledge of the existence as at the date of such Officer’s Certificate, (i) of any condition or event that constitutes a Default or an Event of Default or Potential Event that notice has been given to Borrower or Company with respect thereto; (ii) that any Person has given any notice to Company or any of Default, or, if its Subsidiaries or taken any such other action with respect to any event or condition set forth in Section 8.1(b); (iii) of any condition or event existed of a type required to be disclosed in a current report on Form 8-K of the Securities and Exchange Commission; or exists(iv) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of an Authorized Officer specifying the nature and period of existence thereof of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action Company has taken, is taking and proposes to take with respect thereto; (h) promptly upon any officer of Borrower or Company obtaining knowledge of (i) the institution of, or non-frivolous threat of, any Adverse Proceeding not previously disclosed in writing by Borrower or Company to Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either (i) or (ii) if adversely determined, could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to Borrower or Company to enable Lenders and their counsel to evaluate such matters; (i) promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Company, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (bii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Company, any of its Subsidiaries or any of their respective ERISA Affiliates with 61 68 the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by Company, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request; (j) as soon as practicable and in any event no later than 10 days prior to the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year and the next three succeeding Fiscal Years (a "FINANCIAL PLAN") in substantially the same level of detail as that set forth in the business plan and forecast included in the Confidential Information Memorandum dated March 1999 relating to the transactions contemplated hereby, including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Company and its Subsidiaries for each such Fiscal Year, together with pro forma Compliance Certificate demonstrating Certificates for each such Fiscal Year and an explanation of the assumptions on which such forecasts are based, (ii) during Stage 1, forecasted consolidated statements of income and cash flows of Company and its Subsidiaries for each month of the first such Fiscal Year included in a Financial Plan, together with an explanation of the assumptions on which such forecasts are based, and (iii) during Stage 1, forecasted Pre-Overhead EBITDA on a Geographic Market-by-Geographic Market basis; (k) as soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such report by Company and its Subsidiaries and all material insurance coverage planned to be maintained by Company and its Subsidiaries in the immediately succeeding Fiscal Year; (l) with reasonable detail promptness, written notice of any change in the Board of Directors of Company; (m) promptly, and in any event within ten (10) Business Days after any Material Contract of Company or any of its Subsidiaries is terminated prior to its scheduled term or amended in a manner that is materially adverse to Company or such Subsidiary, as the case may be, or any new Material Contract is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no such prohibition on delivery shall be effective if it were bargained for by Company or its applicable Subsidiary with the intent of avoiding compliance during with this Section 5.1(m)), and at an explanation of any actions being taken with respect thereto; (n) as soon as available and in any event within forty five (45) days after the end of each month ending after the applicable accounting periods Closing Date, a report, in reasonable detail, calculating Initial Availability and Incremental Availability, in each case, if any, for the preceding month; and (o) with the restrictions contained in Section 7;reasonable promptness, such other information and data with respect to Company or any of its Subsidiaries as from time to time may be reasonably requested by any Lender.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries Deliver to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lendersthe Lender: (ia) Quarterly Financial: as As soon as available and in any event within 45 thirty (30) days after the end of each Fiscal Quartercalendar month of the Company, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, income and changes in stockholders’ , equity and cash flows of the Company and (and, if applicable, its Subsidiaries Subsidiaries, on a consolidated basis) for such Fiscal Quarter the immediately preceding month and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quartercalendar month, and the related balance sheet as of the end of the immediately preceding month, all in reasonable detail and certified as to the fairness of presentation by the chief financial officer of the Company, subject, however, to year-end audit adjustments. (b) As soon as available and in any event within ninety (90) days after the close of each fiscal year of the Company, statements of income, changes in stockholders' equity and cash flow of the Company (and, if applicable, its Subsidiaries, on a consolidated basis) for such year, and the related balance sheet as of the end of such year (setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearpreceding fiscal year), all in reasonable detail and certified accompanied by an opinion in form and substance satisfactory to the chief financial officer of Company that they fairly presentLender and prepared by an accounting firm reasonably satisfactory to the Lender, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and satisfactory acceptable to Administrative Agentthe Lender, which report shall be un-qualified, shall express no doubts about as to said financial statements and a certificate signed by the ability chief financial officer of the Company and its Subsidiaries to continue as a going concern, and shall state stating that such consolidated said financial statements fairly present, in all material respects, present the consolidated financial position of Company condition and its Subsidiaries as at the dates indicated and the results of their operations of the Company (and, if applicable, its Subsidiaries) as of the end of, and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in for, such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;year. (iiic) Officer’s and Compliance Certificates: together Together with each delivery of the consolidated financial statements required in this Section 6.2, an Officer's Certificate substantially in the form of Exhibit I-SF hereto: (1) setting forth in reasonable detail all calculations necessary to show that the Company is in compliance with the requirements of Sections 7.6, 7.7, 7.9 and its Subsidiaries pursuant 7.10 hereof as of the end of such month or year (or, if the Company is not in compliance, showing the extent of non-compliance and specifying the period of non-compliance and what actions the Company has taken, is taking or proposes to subdivisions take with respect thereto); (i2) certifying that the Company was, as of the end of the period, in compliance and in good standing with applicable HUD, GNMA, or Investor net worth requirements; and (ii3) above, (a) an Officer’s Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition conditions of the Company and (and, if applicable, its Subsidiaries Subsidiaries) during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at of the date of such the Officer’s 's Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, or if any such condition Default or event Event of Default existed or exists, specifying the nature and period of the existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; . (d) As soon as available and in any event within thirty (b30) days after the end of each calendar month, a Compliance Certificate demonstrating in reasonable detail compliance during and at consolidated report (the "Servicing Portfolio Report") as of the end of the applicable accounting periods calendar month detailing, as to all Mortgage Loans the servicing rights to which are owned by the Company (specified by investor type, recourse and non-recourse) regardless of whether such Mortgage Loans are Pledged Mortgages and which report shall indicate Mortgage Loans which (A) are current and in good standing, (B) are more than 30, 60 or 90 days past due, respectively, (C) are, for Mortgage Loans serviced with recourse, more than three hundred sixty (360) days past due, (D) are the subject of pending bankruptcy or foreclosure proceedings, or (E) have been converted (through foreclosure or other proceedings in lieu thereof) by the Company into real estate owned by the Company. (e) As soon as available and in any event within thirty (30) days after the end of each calendar month, a commitment summary and pipeline report substantially in the form of Exhibit L (the "Commitment Summary Report") dated as of the end of such month. (f) Reports in respect of the Pledged Mortgages and Pledged Securities, in such detail and at such times as the Lender in its discretion may reasonably request at any time or from time to time. (g) Copies of all regular or periodic financial and other reports, if any, which the Company shall file with the restrictions contained in Section 7;Securities and Exchange Commission or any governmental agency successor thereto, copies of any audits completed by GNMA, FNMA or FHLMC and copies of the Mortgage Bankers' Financial Reporting Forms (FHLMC Form 1055/FNMA Form 1002) which the Company is required to have filed, as the Lender may reasonably request.

Financial Statements and Other Reports. Company The Borrower will maintaindeliver, and or will cause each of its Subsidiaries to maintainbe delivered, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to the Administrative Agent and LendersAgent: (ia) Quarterly Financial: as soon as available Financial Statements for the Borrower and in any event within 45 its Subsidiaries. Within forty-five days after the end of each Fiscal Quarter of each Fiscal Year (excluding the fourth Fiscal Quarter), the consolidated balance sheets sheet of Company the Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements statement of operationsincome, changes in stockholders’ equity and cash flows of Company the Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, consistent in all material respectsrespects with the manner of presentation as of the Closing Date, together with a Financial Officer Certification with respect thereto; (b) Audited Annual Financial Statements for the financial condition of Company Borrower and its Subsidiaries as at Subsidiaries. Upon the dates indicated and earlier of the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 date that is ninety days after the end of each Fiscal YearYear or the date such information is filed with the SEC, (i) the consolidated balance sheets sheet of Company the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements statement of operationsincome, changes in stockholders’ equity and cash flows of Company the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and consistent in all material respects with the manner of presentation as of the Closing Date, together with a Financial Officer Certification with respect thereto; and (ii) with a report thereon of PricewaterhouseCoopers Cherry Bekaert LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentthe Borrower, which report shall be un-qualified, shall express no doubts about the ability unqualified as to going concern and scope of Company and its Subsidiaries to continue as a going concernaudit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; ; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries furnish to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lendersthe Purchasers: (ia) Quarterly Financial: as soon as available and in any event within 45 days after the end of each Fiscal Quarteravailable, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and but in any event within 90 days after the end of each Fiscal Year, fiscal year of the consolidated balance sheets Company a copy of the audited Consolidated and unaudited Consolidating financial statements of the Company and its Subsidiaries as at the end of such Fiscal Year year and the related consolidated audited statements of operationsincome, changes in stockholders’ equity accumulated earnings, and cash flows of Company and its Subsidiaries for such Fiscal Yearyear, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearyear, with a report thereon certified as being fairly stated in all material respects by one of PricewaterhouseCoopers LLP or other independent the "Big Five" certified public accountants of accounting firms or by another nationally recognized national standing selected by Company and certified public accountant reasonably satisfactory to Administrative Agent, which report the Purchasers; such financial statements shall be un-qualifiedcomplete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP throughout the periods reflected therein and with prior periods; (b) as soon as available, shall express no doubts about but in any event not later than 30 days after the ability end of each month, the unaudited Consolidated and Consolidating financial statements of the Company as at the end of such month and its Subsidiaries to continue as a going concernthe related unaudited statements of income, accumulated earnings and cash flows of the Company for the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, and shall state that such consolidated financial statements certified by a Responsible Officer as being fairly present, stated in all material respects, the consolidated . Such financial position of Company statements shall be complete and its Subsidiaries as at the dates indicated correct in all material respects and the results of their operations shall be prepared in reasonable detail and their cash flows for in accordance with GAAP throughout the periods indicated in conformity with GAAP applied on a basis consistent reflected therein and with prior years periods (except as otherwise approved by such officer and disclosed in therein), provided however that such financial statements) statements will not be required to include footnotes and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardswill be subject to year-end adjustments; (iiic) Officer’s not later than January 31 of each year, financial projections on a month by month basis for the then current calendar year in form reasonably acceptable to the Purchasers; (d) such information as required by the terms and Compliance Certificates: conditions of any Senior Security Documents; (e) together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (a) above, a written statement by the independent public accountants giving the report thereon (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer their audit examination has reviewed included a review of the terms of this Agreement and as it relates to accounting matters, (ii) stating whether, in connection with their audit examination, any Default has made, or caused come to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting periodtheir attention, and that the signer does not have knowledge of the existence as at the date of if such Officer’s Certificate, of any a condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or existshas come to their attention, specifying the nature and period of existence thereof and what action thereof, provided that the failure to deliver the certificate described in this clause (ii) as to Defaults shall not be a default if the Company has takenused its best commercially reasonable efforts to obtain such a certification, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in the certificates delivered therewith pursuant to Section 8.08 is taking not correct and proposes that the matters set forth in the compliance certificate delivered therewith pursuant to take clause (a) of Section 8.08 for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement; (f) promptly upon receipt thereof, copies of all reports submitted to the Company and any of its Subsidiaries by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company or any of its Subsidiaries made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (g) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Company or its Subsidiaries to all holders of any class of securities, (ii) all regular and periodic reports and all registration statements and prospectuses filed by the Company or any of its Subsidiaries with any securities exchange or with the Commission or any governmental authority succeeding to any of its functions, and (iii) all press releases and other statements made available generally by the Company or any of its Subsidiaries to the public concerning material developments in the business of the Company or any of its Subsidiaries; (h) within 30 days after the conclusion of each Fiscal Year, the Company's and each of its Subsidiaries' annual operating and Capital Expenditure budgets and cash flow forecast for the following Fiscal Year presented on a monthly basis, which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Purchasers; (i) promptly after the Company's receipt of the same, a copy of each bona fide offer to purchase or sell any securities of the Company or any securities of any of the Company's Subsidiaries for an aggregate consideration greater than $100,000 or, in the case of securities of the Company, for a consideration per share less than the Exercise Price then in effect or less than the Fair Market Value of the Company per share of outstanding Common Stock on a Fully Diluted Basis (as the foregoing terms are defined in the Warrants), or the material assets of the Company or the material assets of any of the Company's Subsidiaries (which has assets having a fair market value of $100,000 or more, or which has annual gross income of $250,000 or more) with respect theretoto which the Company's management gives serious consideration; and (j) promptly, and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at form to be reasonably satisfactory to the end of Purchasers, such other information as the applicable accounting periods with the restrictions contained in Section 7;Purchasers may reasonably request from time to time.

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity accordance with GAAP. Company GAAP and to provide the information required to be delivered to Administrative Agent and the Lenders hereunder, and will deliver to Administrative Agent Agent, and, in the case of the deliveries required by paragraphs (a) through (f) and Lenders(m) through (t), each Lender: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 forty-five (45) days (fifty (50) days if Borrower shall obtain an extension of time for the filing of its Quarterly Report on Form 10-Q for an applicable fiscal quarter pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended) after the end of each calendar quarter (including the last quarter of Borrower’s Fiscal QuarterYear), the a consolidated and consolidating balance sheets sheet of Company Borrower and its Consolidated Subsidiaries as at the end of such Fiscal Quarter quarter and the related consolidated and consolidating statements of operations, changes in stockholders’ equity operations and cash flows of Company and its Subsidiaries for such Fiscal Quarter quarter, and for the period from the beginning portion of the then current Fiscal Year to ended at the end of such Fiscal Quarter, quarter setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal YearYear and the figures for such quarter and for such portion of the Fiscal Year ended at the end of such quarter set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(m), all in reasonable detail and certified by the chief financial officer of Company that they a Responsible Officer as fairly present, in all material respects, presenting the financial condition and results of Company operations of Borrower and its Consolidated Subsidiaries and as at having been prepared in accordance with GAAP applied on a basis consistent with the dates indicated and the results audited financial statements of their operations and their cash flows for the periods indicatedBorrower, subject to changes resulting from audit and normal year-end adjustmentsadjustments and the absence of footnote disclosures; (iib) Year-End Financial: as soon as available and in any event within 90 ninety (90) days (ninety-five (95) days if Borrower shall obtain an extension of time for the filing of its Annual Report on Form 10-K for an applicable fiscal year pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended) after the end of each Fiscal Year, the a consolidated and consolidating balance sheets sheet of Company Borrower and its Consolidated Subsidiaries as at of the end of such Fiscal Year and the related consolidated and consolidating statements of operations, changes in stockholders’ equity (or the comparable item, if Borrower is not a corporation) and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the figures for such Fiscal Year set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(m), certified (solely with a report thereon of PricewaterhouseCoopers respect to such consolidated statements) without qualification by Gxxxx Xxxxxxxx, LLP or such other independent certified registered public accountants of nationally recognized national standing selected by Company and satisfactory acceptable to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (iSections 4.1(a) and 4.1(b), a Compliance Certificate; (iid) with each delivery of financial statements pursuant to 4.1(b) above, (a) an Officer’s Certificate of Company a written statement by the independent registered public accountants giving the report thereon stating that the signer their audit examination has reviewed included a review of the terms of this Agreement as it relates to accounting matters; (e) promptly upon receipt thereof, copies of all reports submitted to any Credit Party by independent registered public accountants in connection with each annual, interim or special audit of the financial statements of any Credit Party made by such accountants, including the comment letter submitted by such accountants to management in connection with any audit; (f) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and has madeproxy statements sent or made available generally by any Credit Party to its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by any Credit Party with any securities exchange or caused to be with the Securities and Exchange Commission or any successor, (iii) all press releases and other statements made under his/her supervisionavailable generally by any Credit Party concerning material developments in the business of any Credit Party and (iv) all Swap Contracts entered into by any Credit Party; (g) promptly upon such information becoming available, a review in reasonable detail summary of all purchase price and other monetary adjustments that are made pursuant to any of the transactions and condition Acquisition Documents; (h) promptly upon any officer of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have any Credit Party obtaining knowledge (i) of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, oror becoming aware that the holder of any Debt of any Credit Party in excess of $100,000 has given any notice or taken any other action with respect to a claimed default thereunder, if (ii) of any such condition change in any Credit Party’s independent registered public accountant or event existed any resignation, or existsdecision not to stand for re-election, by any member of any Credit Party’s board of directors (or comparable body), (iii) that any Person has given any notice to any Credit Party or taken any other action with respect to a claimed default under any material agreement or instrument (other than the Financing Documents) to which any Credit Party is a party or by which any of its assets is bound, (iv) of the institution of any Litigation with regard to the Acquisition, or seeking equitable relief, or involving an alleged liability of any Credit Party equal to or greater than $150,000, or any adverse determination in any Litigation involving the Acquisition, or equitable relief, or a potential liability of any Credit Party equal to or greater than $150,000, or (v) any loss, damage or destruction of any Collateral having a fair market value in excess of $100,000, whether or not covered by insurance, a certificate of a Responsible Officer specifying the nature and period of existence thereof of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including any Event of Default or Default), event or condition, and what action Company the applicable Credit Party has taken, is taking and or proposes to take with respect thereto; ; (i) promptly upon any officer of any Credit Party obtaining knowledge of (i) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, (ii) the failure of any member of the Controlled Group to make a required contribution on a timely basis to any ERISA Plan or to any Multiemployer Plan, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that Borrower or any Subsidiary furnish a bond or other security to the PBGC or such Pension Plan, (iv) the occurrence of a reportable event under Section 4043 of ERISA (for which a reporting requirement is not waived) with respect to any Pension Plan, (v) the occurrence of any event with respect to any ERISA Plan, Pension Plan or Multiemployer Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Plan), (vi) any material increase in the liability or contingent liability of Borrower or any Subsidiary with respect to any post-retirement welfare plan benefit or (vii) the receipt by any Credit Party of any notice that any Multiemployer Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposed to take with respect thereto; (bj) promptly upon any officer of any Credit Party obtaining knowledge of any complaint, order, citation, notice or other written communication from any Person delivered to any Credit Party with respect to, or if any officer of any Credit Party becomes aware of (i) the existence or alleged existence of a Compliance Certificate demonstrating violation of any applicable Environmental Law, (ii) any release of any Hazardous Materials into the environment, (iii) the commencement of any cleanup of any Hazardous Materials, (iv) any pending legislative or threatened proceeding for the termination, suspension or non-renewal of any Permit required under any applicable Environmental Law, or (v) any property of any Credit Party that is or will be subject to a Lien imposed pursuant to any Environmental Law, a certificate of a Responsible Officer specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person, and what action the applicable Credit Party has taken, is taking or proposes to take with respect thereto; (k) promptly upon any officer of any Credit Party obtaining knowledge that any Credit Party has either (x) registered or applied to register any Intellectual Property with any Governmental Authority or (y) acquired any interest in reasonable real property (including leasehold interests in real property), a certificate of a Responsible Officer describing such Intellectual Property and/or such real property in such detail compliance during as Administrative Agent shall reasonably require; (l) promptly upon receipt or filing thereof, copies of any reports or notices related to any material taxes and at any other material reports or notices received by any Credit Party from, or filed by any Credit Party with, any Governmental Authority; (m) within ten (10) days prior to the conclusion of each Fiscal Year, Borrower’s annual consolidated and consolidating operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, each for the following three (3) Fiscal Years presented on a quarterly basis for the next Fiscal Year and annually for the two (2) subsequent Fiscal Years, all of which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Lenders, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of Borrower; (n) as soon as available and in any event no later than noon (Chicago time) within fifteen (15) days after the end of each month, and from time to time upon the applicable accounting periods request of Administrative Agent (which request may be made as frequently as daily), a Borrowing Base Certificate as of the last day of the week most recently ended (or, in the case of Borrowing Base Certificates requested more frequently than weekly, as of the second preceding Business Day); (o) as soon as available after the end of each month (but in any event within fifteen (15) Business Days after the end thereof), and from time to time upon the request of Administrative Agent (which request may be made as frequently as daily) schedules of sales made, credits issued and cash received for and during such month (or, in the case of such schedules requested more frequently than monthly, as of the second preceding Business Day); (p) as soon as available after the end of each month (but in any event within fifteen (15) Business Days after the end thereof), on a monthly basis or more frequently as Administrative Agent may reasonably request, (i) perpetual Inventory reports, (ii) Inventory reports by location and category (and including the amounts of Inventory and the value thereof at, any leased locations and at premises of warehouses, consignees, processors or other third parties), (iii) agings of Accounts, (iv) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, consignees, processors and other third parties from time to time in possession of any Collateral) and (v) such reconciliation reports from time to time reasonably requested by Administrative Agent with respect to the restrictions contained Borrowing Base Certificate most recently delivered to Administrative Agent, the financial statements of Borrower delivered to Administrative Agent, Borrower’s general ledger and/or the reports required pursuant to this paragraph, each in Section 7form and substance, and with such supporting detail and documentation, as may be reasonably requested by Administrative Agent; (q) upon Administrative Agent’s reasonable request, (i) copies of customer statements and credit memos, remittance advices and reports and copies of deposit slips and bank statements, (ii) copies of shipping and delivery documents, and (iii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by any Credit Party; (r) within two (2) Business Days after any request therefor, such additional information in such detail concerning the amount, composition and manner of calculation of the Borrowing Base as Administrative Agent or any Lender may reasonably request; (s) upon the request of Administrative Agent, a report of an independent collateral auditor satisfactory to Administrative Agent (which may be, or be affiliated with, a Lender) with respect to the components of the Borrowing Base (which Borrower acknowledges will be performed at least once per calendar quarter), which report shall (i) indicate whether or not the information set forth in the Borrowing Base Certificate most recently delivered is accurate and complete in all material respects based upon a review by such auditors of the Accounts of Borrower and its Subsidiaries (including verification with respect to the amount, aging, identity and credit of the respective Account Debtors and the billing practices of Borrower and its Subsidiaries) and Inventory of Borrower and its Subsidiaries (including verification as to the value, location and respective types) and (ii) be addressed to, or otherwise provide for express reliance by, Administrative Agent and the Lenders; (t) from time to time, appraisal reports in form and substance and from appraisers satisfactory to Administrative Agent, which reports shall (i) state the then current fair market values of all or any portion of the real estate owned by Borrower or any Subsidiaries and (ii) be addressed to, or otherwise provide for express reliance by, Administrative Agent and the Lenders. In addition to the foregoing, on a quarterly basis with respect of Inventory, and on an annual basis with respect to all other property (or, in each case, more frequently as considered necessary by Administrative Agent) Borrower shall obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers satisfactory to Administrative Agent, which reports shall (i) state the then current market values of all or any portion of the real estate and personal property owned by Borrower or any Subsidiaries and (ii) be addressed to, or otherwise provide for express reliance by, Administrative agent and the Lenders; and (u) with reasonable promptness, such other information and data with respect to any Credit Party as from time to time may be reasonably requested by Administrative Agent or any Lender.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will The Borrower shall deliver to Administrative the Agent and (which shall promptly provide copies to each Lender), for the benefit of the Lenders: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end earlier of each Fiscal Quarter, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (iii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal YearYear or (ii) two Business Days after the date the Borrower files its Form 10-K with the SEC, the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at of the end of such Fiscal Year year and the related consolidated statements of operationsearnings, changes in stockholders’ stockholder’s equity and cash flows of Company and its Subsidiaries flow for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a all in reasonable detail and accompanied by an unqualified report thereon of PricewaterhouseCoopers Deloitte & Touche LLP or other independent certified public accountants of recognized national standing selected by Company the Borrower and reasonably satisfactory to Administrative Agentthe Required Lenders, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company the Borrower and its consolidated Subsidiaries as at of the dates date indicated and the its results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;. (iiib) Officeras soon as practicable and in any event within 45 days after the end of each Fiscal Quarter (other than the last Fiscal Quarter of any Fiscal Year) a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the end of such quarter and the related statements of earnings, stockholder’s equity and Compliance Certificates: cash flow for such quarter and the portion of the Fiscal Year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding periods of the prior Fiscal Year, all in reasonable detail and certified by the Borrower’s chief financial officer or controller as fairly presenting the financial condition of the Borrower and its consolidated Subsidiaries as of the dates indicated and its results of operations and cash flows for the periods indicated, subject to normal year-end adjustments. (c) together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (iSections 5.1(a) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision5.1(b), a review in reasonable detail certificate of the transactions and condition of Company and its Subsidiaries during chief financial officer or the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge treasurer of the existence Borrower, substantially in the form of Exhibit 5.1(c) (a “Compliance Certificate”), duly executed and completed, setting forth the calculations required to establish compliance with Section 6.3, as at of the date of such Officer’s Certificate, financial statements. The financial statements required by Sections 5.1(a) and 5.1(b) and the Compliance Certificate required by this Section 5.1(c) shall be delivered in printed form. (d) within five Business Days after the Borrower becomes aware of the occurrence of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying a certificate of a Senior Officer of the nature and period of existence Borrower setting forth the details thereof and what the action Company has taken, that the Borrower is taking and or proposes to take with respect thereto. (e) promptly upon their becoming available, copies of all material reports, notices and proxy statements sent or made available by the Borrower to its security holders, and all material registration statements (other than the exhibits thereto) and annual, quarterly or monthly reports, if any, filed by the Borrower with the SEC. (f) within five Business Days after the Borrower becomes aware of the occurrence of an ERISA Event, a statement of a Senior Officer of the Borrower setting forth the details thereof and the action that the Borrower is taking or proposes to take with respect thereto, together with a copy of the notice, if any, of such event given or required to be given to the PBGC; within five days of the date the Borrower or any member of the Controlled Group becomes obliged to make or accrue a contribution to a Multiemployer Plan, a statement of a Senior Officer of the Borrower setting forth the details thereof and the action that the Borrower is taking or proposes to take with respect thereto. (g) within five Business Days after the Borrower obtains knowledge thereof, notice of all litigation or proceedings commenced or threatened affecting the Borrower or any Subsidiary (i) that could reasonably be expected to have a Material Adverse Effect or (ii) that questions the validity or enforceability of any Loan Document. (h) promptly notify the Agent of any move of its principal executive office from the State of Washington. (i) from time to time such additional information regarding the Borrower and its Subsidiaries or the business, assets, liabilities, prospects, results of operation or financial condition of any such Person as the Agent, on behalf of any Lender Party, may reasonably request. Documents required to be delivered pursuant to Section 5.1(a) or (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.5; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (y) the Borrower shall notify the Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 5.1(c) to the Agent. Except for such Compliance Certificates, the Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Agent and/or BAS will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end certain of the applicable accounting periods Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the restrictions contained Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, BAS and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 79.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Agent and BAS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not marked as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) Quarterly FinancialFinancials: (a) no later than the date on which such financial statements are filed with the SEC, the consolidated balance sheet of Company, its Subsidiaries and its Unrestricted Subsidiaries as soon as at the end of the first three Fiscal Quarters of each Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of Company, its Subsidiaries and its Unrestricted Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, and (b) promptly when available and but in any event within 45 no later than 60 days after the end of the first three Fiscal Quarters of each Fiscal QuarterYear, the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such each Fiscal Quarter and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case (under both clauses (a) and (b) above) in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified (in the case of both clauses (a) and (b) above) by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company, its Subsidiaries and its Unrestricted Subsidiaries or Company and its Subsidiaries Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End FinancialFinancials: (a) no later than the date on which such financial statements are filed with the SEC, the consolidated balance sheet of Company, its Subsidiaries and its Unrestricted Subsidiaries as soon as at the end of each Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of Company, its Subsidiaries and its Unrestricted Subsidiaries for such Fiscal Year, (b) promptly when available and but in any event within 90 no later than 120 days after the end of each Fiscal Year, the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case (under both clauses (a) and (b) above) in comparative form the corresponding figures for the previous Fiscal Year, with all in reasonable detail and certified (in the case of both clauses (a) and (b) above) by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at 102 the end of such Fiscal Year and the results of their operations and their cash flows for such Fiscal Year, and (c) in the case of both clauses (a) and (b) above) a report thereon of PricewaterhouseCoopers LLP or other a firm of independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative AgentCompany, which report shall be un-qualifiedunqualified as to the scope of audit or as to the going concern status of Company, shall express no doubts about the ability of its Subsidiaries and its Unrestricted Subsidiaries or Company and its Subsidiaries to continue Subsidiaries, as the case may be (in either case taken as a going concernwhole), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position condition of Company, its Subsidiaries and its Unrestricted Subsidiaries or Company and its Subsidiaries Subsidiaries, as the case may be, as at the dates indicated end of such Fiscal Year and the results of their operations and their cash flows for the periods indicated such Fiscal Year in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver Deliver to Administrative Agent and Lenders: (ia) Quarterly Financial: as soon as available and available, but in any event within 90 days after the end of each Fiscal Year, a copy of the audited consolidated balance sheet of Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year and the related audited consolidated statements of income and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by independent certified public accountants of nationally recognized standing; (b) as soon as available, but in any event within 90 days after the end of each Fiscal Year, a copy of the unaudited consolidated balance sheet of Borrower and its consolidated Restricted Subsidiaries as at the end of such Fiscal Year and the related unaudited consolidated statements of income and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year; and (c) as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal QuarterQuarters of each Fiscal Year, the (i) unaudited consolidated balance sheets sheet of Company Borrower and its consolidated Subsidiaries and (ii) unaudited consolidated balance sheet of Borrower and its consolidated Restricted Subsidiaries, each as at the end of such Fiscal Quarter and the related unaudited consolidated statements of operations, changes in stockholders’ equity income and of cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning portion of the then current Fiscal Year to through the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue an Authorized Officer as a going concern, and shall state that such consolidated financial statements being fairly present, stated in all material respects, the consolidated respects (subject to normal year-end audit adjustments). All such financial position of Company statements shall be complete and its Subsidiaries as at the dates indicated correct in all material respects when delivered and the results of their operations shall be prepared in reasonable detail and their cash flows for the periods indicated in conformity accordance with GAAP applied on a basis consistent consistently throughout the periods reflected therein and with prior years periods (except for any such application which is not consistent, as otherwise disclosed in such financial statements) and that the examination approved by such accountants in connection with such consolidated or officer, as the case may be, and disclosed therein and except to the extent financial statements has been made referred to in clause (b) or (c)(ii) which exclude Unrestricted Subsidiaries are not in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, GAAP solely as a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end result of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;exclusion).

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each Fiscal Quarter and within 90 days after the end of the fourth Fiscal Quarter, (a) the consolidated and consolidating (by operating division) balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated and consolidating (by operating division) statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer or treasurer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries (on both a consolidated and operating division basis) as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (ii) Year-End Financials: as soon as available and in any event ------------------- within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer or treasurer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (iib) Year-End Financial: as soon as available and in any event within 90 days after a narrative report describing the end of each Fiscal Year, the consolidated balance sheets operations of Company and its Subsidiaries as at in the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries form prepared for presentation to senior management for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with and (c) a report thereon of PricewaterhouseCoopers LLP Ernst & Young or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and for distribution to Lenders: (i) Quarterly FinancialMonthly Financials: as soon as available and in any event within 45 ------------------ 30 days after the end of each Fiscal Quartermonth ending after the Closing Date, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows operations of Company and its Subsidiaries for such Fiscal Quarter month and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quartermonth, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail and certified by the chief financial officer, chief accounting officer or controller of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; provided that such -------- consolidated statements of operations shall be prepared in a manner consistent with the Company's internal procedures as they exist on the Closing Date and current practice in all material respects and that such consolidated statements of operations shall provide the required information separately for each product group (as such groups are determined by 115 Company from time to time; provided that to the extent any such product -------- group is changed in any material respect, Company shall promptly provide an explanation therefor to Administrative Agent); provided further that the -------- ------- requirement set forth in this clause (i) of this subsection 6.1 shall cease and no longer be of any force or effect on the date of delivery of the Margin Determination Certificate pursuant to clause (iv) of this subsection 6.1 which shows that the Consolidated Leverage Ratio is less than 4.5:1.00; (ii) Year-End FinancialQuarterly Financials: as soon as available and in any event -------------------- within 45 days after the end of each Fiscal Quarter, (a) the consolidated balance sheets of Holdings and its Subsidiaries and of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, stockholders' equity and cash flows of Holdings and its Subsidiaries and of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of Holdings or Company, as the case may be, that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries and Company and its Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided that if Company delivers an Quarterly Report on Form 10-Q -------- for such Fiscal Quarter as filed with the Securities and Exchange Commission to Administrative Agent within 60 days after the end of such Fiscal Quarter, such Form 10-Q shall satisfy all requirements of clause (b) of this subsection 6.1(ii); (iii) Year-End Financials: as soon as available and in any event ------------------- within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets sheet of Holdings and its Subsidiaries and of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ ' equity and cash flows of Holdings and its Subsidiaries and of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the 116 Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer, chief accounting officer or controller of Holdings or Company, as the case may be, that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries or Company and its Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year; provided that if Company delivers an Annual Report on Form 10-K for such -------- Fiscal Quarter as filed with the Securities and Exchange Commission to Administrative Agent within 105 days after the end of such Fiscal Quarter, with such Form 10-K shall satisfy all requirements of clause (b) of this subsection 6.1(iii); and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Holdings and its Subsidiaries and Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Holdings and its Subsidiaries and Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiiiv) Officer’s 's, Margin Determination and Compliance Certificates: ----------------------------------------------------------- together with each delivery of the consolidated financial statements of Holdings and its Subsidiaries and of Company and its Subsidiaries pursuant to subdivisions (iii) and (iiiii) above, (a) an Officer’s 's Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence 117 thereof and what action Company has taken, is taking and proposes to take with respect thereto; (b) a Margin Determination Certificate demonstrating in reasonable detail the Consolidated Leverage Ratios for the four consecutive Fiscal Quarters ending on the day of the accounting period covered by such financial statements; and (bc) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period;

Financial Statements and Other Reports. Company will maintain(a) Tenant shall, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: within one hundred twenty (i120) Quarterly Financial: as soon as available and in any event within 45 days after the end of each the Fiscal QuarterYear, provide (or require the consolidated balance sheets Casino Manager/Operator to provide) Landlord with annual Financial Statements of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries Tenant for such Fiscal Quarter Year relating to the Development that have been audited by one of the six largest national certified public accounting firms (the "Big Six Firms") or such other firm acceptable to Landlord and Tenant, at Tenant's expense. In addition to the annual audited Financial Statements, the Financial Statements for the period from last Fiscal Year shall be audited at the beginning termination of this Lease. Notwithstanding the foregoing, if Tenant, the Casino Manager/Operator, or any Person who directly or indirectly Controls Tenant or the Casino Manager/Operator, is subject to the reporting requirements of the then current Fiscal Year Exchange Act, Tenant shall submit to Landlord notice of any reports filed with the United States Securities and Exchange Commission at the same time such reports are required to be filed under the Exchange Act. This provision shall not limit Landlord's review and audit rights under Section 14.3 of this Lease. (b) In addition to the end foregoing, within thirty days after the last day of such Fiscal Quartereach month during the Term, setting Tenant shall (except as otherwise set forth in each case in comparative form this Section 14.2(b)) provide, or require the corresponding figures for the corresponding periods Casino Manager to provide, Landlord with accurate written reports of the previous Fiscal Yearfollowing (the "Monthly Reports"): (i) Gross Gaming Revenue for such month, all in reasonable detail and certified by reconciled with the chief financial officer report provided to the Office of Company that they fairly presentState Police, in all material respects, form and content substantially similar to the financial condition of Company and its Subsidiaries document attached hereto as at Exhibit "K-1" (the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments"Monthly GGR Report"); (ii) Year-End Financial: as soon as available and in any event within 90 days after to-date Gross Non-Gaming Revenue current through the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end last day of such Fiscal Year month in form and content substantially similar to the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form document attached hereto as Exhibit "K-2" (the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards"Monthly GNGR Report"); (iii) Officer’s A statistical analysis of gaming operations at the Casino in form and Compliance Certificates: together with each delivery content substantially similar to the document attached hereto as Exhibit "K-3" (the "Statistical Analysis"), which Tenant must make available for Landlord's review at Tenant's offices (as opposed to delivering the Statistical Analysis to Landlord) on a monthly basis, and Tenant must notify Landlord regarding the availability of the consolidated financial statements Statistical Analysis so that Landlord may exercise its right to review such report; (iv) The Capital Replacements Account, year-to-date and current through the last day of Company such month, in form and its Subsidiaries pursuant content substantially similar to subdivisions the document attached hereto as Exhibit "K-4" (ithe "Capital Replacements Report"); (v) A calculation of rent payments due Landlord, in form and content substantially similar to the document attached hereto as Exhibit "K-5" (iithe "Rent Report"); (c) aboveIn addition to the foregoing, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has madeTenant must provide, or caused cause Casino Manager/Operator to provide, to Landlord annual revenue projections pertaining to the Development containing the information in the document attached hereto as Exhibit "K-6" the "Annual Revenue Projections". (d) Upon Landlord's written request (which may not be made under hismore frequently than once in each month), Tenant and Casino Manager/her supervisionOperator shall attend a meeting with Landlord for the purpose of presenting and explaining any Financial Statements, a review Monthly Reports, or Annual Revenue Projections provided to Landlord. In advance of any such meeting, Tenant and Casino Manager/Operator must supply to Landlord all reasonable information that is requested by Landlord in reasonable detail writing, including but not limited to reconciliation of any discrepancies between audited and unaudited revenues reported by Tenant. (e) Tenant shall not, and shall ensure that Casino Manager/Operator does not, modify the form in which the Financial Statements, the Monthly Reports, or the Annual Revenue Projections are presented to Landlord without first obtaining Landlord's written consent to such modification, which may not be unreasonably withheld, conditioned or delayed. (f) From and after consummation of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting periodVICI Sale-Leaseback Transaction, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes all references in this Section 14.2 to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;Tenant are deemed to refer to Casino Subtenant.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity accordance with GAAP. Company GAAP and to provide the information required to be delivered to the Purchasers hereunder, and will deliver to Administrative Agent and Lendersthe Purchasers: (ia) Quarterly Financial: as soon as available practicable and in any event within 45 30 days after the end of each Fiscal Quartermonth, the a consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at the end of such Fiscal Quarter month and the related consolidated statements of operations, changes in stockholders’ equity operations and cash flows of Company and its Subsidiaries for such Fiscal Quarter month, and for the period from the beginning portion of the then current Fiscal Year to ended at the end of such Fiscal Quarter, month setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal YearYear and the figures for such month and for such portion of the Fiscal Year ended at the end of such month set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 5.01(h), all in reasonable detail and certified by the chief financial officer of the Company that they as fairly present, in all material respects, presenting the financial condition and results of operations of the Company and its consolidated Subsidiaries and as at having been prepared in accordance with GAAP applied on a basis consistent with the dates indicated and audited financial statements of the results of their operations and their cash flows for the periods indicatedCompany, subject to changes resulting from audit and normal year-end adjustments; (iib) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the a consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at of the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the figures for such Fiscal Year set forth in the annual operating and capital expenditure budgets and cash flow forecast delivered pursuant to Section 5.01(h), certified (solely with a report thereon of PricewaterhouseCoopers respect to such consolidated statements) without qualification by KPMG LLP or other independent certified public accountants acceptable to the Required Holders of nationally recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsstanding; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions Section 5.01(a) and 5.01(b) above, an Officer's Certificate of the Company (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer officer executing such certificate has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, 's Certificate of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event Default existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or is taking or proposes to take with respect thereto, (ii) providing details of all transactions between the Company and any Person referred to in Section 6.06 and (iii) if not specified in the financial statements delivered pursuant to Section 5.01(a) and 5.01(b) above, as the case may be, specifying the aggregate amount of interest paid or accrued and the aggregate amount of depreciation and amortization charged, during such accounting period; (d) promptly upon receipt thereof, copies of all reports submitted to the Company by independent public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit; (e) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Company to its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by the Company with any securities exchange or with the SEC or any successor and (iii) all press releases and other statements made available generally by the Company concerning material developments in the business of the Company; (f) promptly upon any executive officer of the Company obtaining knowledge (i) of the existence of any Default, or becoming aware that the holder of any Debt of the Company has given any notice or taken any other action with respect to a claimed default thereunder, (ii) of any change in the Company's independent public accountant or any resignation, or decision not to stand for re-election, by any member of the Company's board of directors (or comparable body), (iii) that any Person has given any notice (other than a notice received by the Company within 30 days of the Closing Date with respect to a default under a material lease that has been cured or waived on or prior to 60 days after the Closing Date) to the Company with respect to a claimed default under any material agreement or instrument (other than the Financing Documents) to which the Company is a party or by which any of its assets is bound, or (iv) of the institution of any litigation or arbitration involving an alleged liability of the Company equal to or greater than $1,000,000 or any adverse determination in any litigation or arbitration involving a potential liability of the Company equal to or greater than $1,000,000, an Officer's Certificate of the Company specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default (including any Default), event or condition, and what action the Company has taken, is taking and or proposes to take with respect thereto; ; (g) simultaneously with the financial statements referred to in Section 5.01(a) above, operating plans and financial forecasts, including cash flow projections covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, in each case to the extent prepared from time to time by the management of the Company for internal use; (bh) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end conclusion of each Fiscal Year, the Company's annual operating and capital expenditure budgets and cash flow forecast for the following Fiscal Year presented on a monthly basis, which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Purchasers; (i) with reasonable promptness, such other information and data with respect to the Company as from time to time may be reasonably requested by either of the applicable accounting periods with the restrictions contained in Section 7;Purchasers.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAPgenerally accepted accounting principles in effect from time to time. The Company will deliver to Administrative Agent and Lenders:the Banks (except to the extent otherwise expressly provided below in subsection 5.01(b)(ii)): (i) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each Fiscal Quarter, fiscal quarter ending after the Effective Date in the Company's fiscal year the consolidated balance sheets sheet of the Company and its Subsidiaries consolidated subsidiaries as at the end of such Fiscal Quarter period, and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of the Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth consolidated subsidiaries in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer or controller of the Company that they fairly present, in all material respects, present the financial condition of the Company and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicatedflows, subject to changes resulting from audit and normal year-end adjustments, based on their respective normal accounting procedures applied on a consistent basis (except as noted therein); (ii) Year-End Financial: as soon as available practicable and in any event within 90 days after the end of each Fiscal Year, fiscal year the consolidated balance sheets sheet of the Company and its Subsidiaries consolidated subsidiaries as at the end of such Fiscal Year year and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of the Company and its Subsidiaries consolidated subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability unqualified as to going concern and scope of Company and its Subsidiaries to continue as a going concern, audit and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicated in conformity with GAAP generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise disclosed noted in such financial statementsreport) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of the Company and its Subsidiaries consolidated subsidiaries pursuant to subdivisions (ia)(i) and (iia)(ii) above, (aA) an Officer’s 's Certificate of the Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her such signer's supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries consolidated subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s the Officers' Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; and (bB) a Compliance Certificate demonstrating in reasonable detail compliance (as determined in accordance with GAAP during and at the end of the applicable such accounting periods periods) with the restrictions contained in Section 76.03 and, in addition, a written statement of the chief accounting officer, chief financial officer, any vice president or the treasurer or any assistant treasurer of the Company describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Compliance Certificate relating to the Company's compliance with Section 6.03 hereof; (ii) promptly upon their becoming available but only to the extent requested by a Bank, copies of all publicly available financial statements, reports, notices and proxy statements sent or made available generally by the Company to its security holders or by any Subsidiary of the Company to its security holders other than the Company or another Subsidiary, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning material developments in the business of the Company and its Subsidiaries; (iii) promptly upon the chairman of the board, the chief executive officer, the president, the chief accounting officer, the chief financial officer, the treasurer or the general counsel of the Company obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.02, or (c) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, an Officer's Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto; and (iv) with reasonable promptness, such other information and data with respect to the Company or any of its subsidiaries as from time to time may be reasonably requested by any Bank.

Financial Statements and Other Reports. Company will maintainThe Borrower shall deliver, and or cause each to be delivered, to the Lender (it being understood that if the Borrower shall provide any of the information required to be delivered by this Section 5.01 to the Lender or any of its Subsidiaries Affiliates, the applicable requirement of this Section 5.01 shall be deemed to maintain, a system of accounting established and administered in accordance be satisfied): (a) together with sound business practices to permit preparation each delivery of financial statements in conformity with GAAP. Company will deliver pursuant to Administrative Agent and Lenders: (iSection 5.01(b) Quarterly Financial: as soon as available and in any event within 45 days after below, a certificate signed by the end of each Fiscal Quarter, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning Chief Financial Officer of the then current Fiscal Year to Borrower certifying that the end of such Fiscal Quarter, setting forth Borrower is in each case in comparative form compliance with all the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentscovenants under this Agreement; (iib) Year-End Financial: as soon as available and in any event upon the request of the Lender, within 90 120 days after the end of each Fiscal Year, the consolidated balance sheets sheet of Company and its Subsidiaries the Borrower as at of the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ equity and cash flows flow of Company and its Subsidiaries the Borrower for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company all in reasonable detail and reasonably satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsLender; (iiic) Officer’s and Compliance Certificates: together with each delivery upon the request of the consolidated financial statements Lender, within 45 days after the end of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) aboveeach calendar quarter, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail unaudited balance sheet of the transactions Borrower as of the end of such period and condition the related unaudited statement of Company income, stockholders’ equity and its Subsidiaries during cash flow of the accounting Borrower for such period covered by such financial statements and that such review has not disclosed the existence during or portion of the Fiscal Year ended at the end of such accounting period, and that setting forth in each case in comparative form the signer does not have knowledge corresponding figures for the corresponding periods of the existence prior Fiscal Year, all in reasonable detail and certified by the Borrower’s Chief Financial Officer as at fairly presenting the date financial condition of such Officer’s Certificatethe Borrower as of the dates indicated, and its results of operations and cash flow for the periods indicated, in conformity with IFRS, subject to normal year-end adjustments and the absence of footnotes; (d) within seven Business Days after any Senior Officer of the Borrower becomes aware of the occurrence of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying a certificate of a Senior Officer of the nature and period of existence Borrower setting forth the details thereof and what the action Company has taken, that the Borrower is taking and or proposes to take with respect thereto; and ; (be) a Compliance Certificate demonstrating in reasonable detail compliance during and at within seven Business Days after the end Borrower obtains knowledge of the applicable accounting periods with threat or commencement of litigation or proceedings affecting the restrictions contained Borrower, or of any material development in Section 7;any pending or threatened litigation or proceedings, which litigation or proceedings, if adversely determined, would reasonably be expected to have a Material Adverse Effect or which question the validity or enforceability of any Loan Document, notice providing reasonable details about the threat or commencement of such litigation or proceedings or about such material development; and (f) from time to time such additional information regarding the Borrower or its business, assets, liabilities, results of operations or condition (financial or otherwise) as the Lender may reasonably request, including, without limitation, any information that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record concerning the Borrower.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver to Administrative the Collateral Agent and Lendersthe Holders: (ia) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each Fiscal QuarterQuarter of each Fiscal Year (other than the last Fiscal Quarter of each Fiscal Year), the unaudited consolidated balance sheets sheet of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries as at the end of such Fiscal Quarter fiscal period and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of the Company and its Subsidiaries for such Fiscal Quarter fiscal period and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal period, reviewed by Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by the Company, setting forth in each case in comparative form (x) with respect to such statements of income, the corresponding figures for the corresponding periods for the previous Fiscal Year, and (y) with respect to such balance sheets, the corresponding figures as of the end of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of the Company (or, following the Conversion Date, the Parent) that they fairly present, in all material respects, the financial condition of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated; provided, that the delivery by the Company of quarterly reports on Form 10-Q of the Company or the Parent, as applicable, and its consolidated Subsidiaries (which shall include all material information contained in the Officer's Certificate delivered in connection therewith pursuant to clause (c)) shall satisfy the requirements of this Section 5.1(a); (b) Year-End Financials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheet of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries for such Fiscal Year, all in reasonable detail and certified by the chief financial officer of the Company (or, following the Conversion Date, the Parent) that they fairly present, in all material respects, the financial condition of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (iib) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end case of such Fiscal Year and the related consolidated statements of operationsfinancial statements, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentthe Company, which report shall be un-qualifiedunqualified, shall express no doubts about assumptions or qualifications concerning the ability of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Company (or, following the Conversion Date, the Parent) and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each ; provided, that the delivery by the Company of annual reports on Form 10-K of the consolidated financial statements of Company or Parent, as applicable, and its consolidated Subsidiaries (which shall include all material information contained in the Officer's Certificate delivered in connection therewith pursuant to subdivisions clause (ic)) and (ii) above, (a) an Officer’s Certificate of Company stating that shall satisfy the signer has reviewed the terms requirements of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 75.1(b);

Financial Statements and Other Reports. Company The Borrower will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company The Borrower will deliver or cause to be delivered to the Administrative Agent and Lendersfor delivery to the Banks: (ia) Quarterly Financial: as soon as available and in any event within 45 60 days after the end of each Fiscal Quarterof the first three fiscal quarters of each fiscal year of the Borrower, commencing with the consolidated first such fiscal quarter ending after the Completion Date, a balance sheets sheet of Company and its Subsidiaries the Borrower as at the end of such Fiscal Quarter quarter and the related consolidated statements of operationsincome, changes in stockholders’ partners' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal quarter, all in accordance with GAAP, setting forth in each case in comparative form the corresponding figures for the corresponding periods quarters of the previous Fiscal Yearfiscal year, if available, all in reasonable detail and certified by the chief Chief Financial Officer of the Borrower that such financial officer of Company that they statements fairly present, in all material respects, present the financial condition of Company and its Subsidiaries the Borrower as at the dates indicated and the results of their its operations and their its cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsadjustment; (iib) Year-End Financial: as soon as available and in any event within 90 120 days after the end of each Fiscal Yearfiscal year of the Borrower, a balance sheet of the consolidated balance sheets of Company and its Subsidiaries Borrower as at the end of such Fiscal Year year and the related consolidated statements of operationsincome, changes in stockholders’ partners' equity and cash flows of Company and its Subsidiaries the Borrower for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearyear, with if available, and all in reasonable detail and accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentstanding, which report shall be un-qualified, in form and substance reasonably satisfactory to the Required Banks and shall express no doubts about the ability of Company be unqualified and its Subsidiaries to continue as a going concern, unlimited in scope and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries the Borrower as at the dates indicated and the results of their its operations and their its cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (ia) and (iib) above, (ai) an Officer’s 's Certificate of Company stating that the signer has reviewed the terms of this Agreement and the Notes and has made, or caused to be made under his/her his supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries the Borrower during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such the Officer’s 's Certificate, of any condition or event that which constitutes an Event of a Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (bii) a Compliance Certificate compliance certificate in the form of Schedule E hereto demonstrating in reasonable detail compliance during and at the end of the applicable such accounting periods with the applicable restrictions contained in Sections 5.16, 5.18, 5.19, 5.20 and 5.23; (d) together with each delivery of the financial statements pursuant to subdivision (b) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the Notes as they relate to accounting matters and (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default that would not be disclosed in the course of their audit examination; (e) promptly upon any Authorized Officer of the Borrower obtaining actual knowledge (i) of any condition or event which constitutes a Default or becoming aware that any Bank or Agent has given any notice with respect to a claimed Default, (ii) that any Person has given any notice to the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 76.01(b), or (iii) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower or either Theme Park, an Officer's Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto; (f) promptly upon any Authorized Officer of the Borrower obtaining actual knowledge of (i) the institution of, or threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any property of the Borrower not previously disclosed by the Borrower to the Banks, or (ii) any material development in any such action, suit, proceeding, governmental investigation or arbitration, which, in either case could reasonably be expected to have a Material Adverse Effect, the Borrower shall promptly give notice thereof to the Administrative Agent and the Banks; (g) promptly upon any Authorized Officer of the Borrower obtaining actual knowledge of the occurrence of any (i) Termination Event, or (ii) "prohibited transaction," as such term is defined in Section 4975 of the Internal Revenue Code, in connection with any Pension Plan or any trust created thereunder, a notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect thereto; (h) with reasonable promptness, copies of (i) all notices received by the Borrower or any of the Borrower's ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; and (ii) all notices received by the Borrower or any of the Borrower's ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA; (i) on or after the date on which all costs and expenses incurred in order for Completion to occur shall have been paid in full, or provision for such payment satisfactory to the Required Banks shall have been made, an Officer's Certificate to such effect, which Officer's Certificate shall set forth a calculation of such costs and expenses, the aggregate amount of Funded Equity required for the payment thereof (after taking into account amounts paid or to be paid with the proceeds of the Term Loans) and the amount, if any, available for payment of Restricted Payments pursuant to Section 5.18(a)(i); and (j) with reasonable promptness, such other information and data with respect to the Borrower or either Theme Park as from time to time may be reasonably requested by the Administrative Agent upon the instruction of any Bank. The Borrower will not change its fiscal year from a period of four fiscal quarters (based on a 52/53 week year) ending on the last Saturday of each June or the first Saturday of July; provided that the Borrower may change its fiscal year with the prior written approval of the Administrative Agent if the Administrative Agent is satisfied that such change will have no substantive effect on the requirements of Section 5.19 or any other provision of this Agreement.

Financial Statements and Other Reports. Company will maintain, and Seller shall deliver or cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices be delivered to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and LendersBuyer: (i) Quarterly Financial: as As soon as available and in any event within 45 not later than 30 days after the end of each Fiscal Quartercalendar month, statements of income and changes in stockholders’ equity of Seller and, if applicable, Seller’s Subsidiaries, on a consolidated basis for the consolidated immediately preceding month, and related balance sheets of Company and its Subsidiaries sheet as at the end of such Fiscal Quarter the immediately preceding month, and after the end of each fiscal quarter, statements of cash flow of Seller and, if applicable, Seller’s Subsidiaries, on a consolidated basis for the immediately preceding quarter, all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis, and certified as to the fairness of presentation by the chief financial officer or other Authorized Officer, subject, however, to normal year-end audit adjustments and the related consolidated absence of footnotes or schedules; (ii) As soon as available and in any event not later than 90 days after Seller’s fiscal year end, statements of operationsincome, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and Seller, and, if applicable, Seller’s Subsidiaries, on a consolidated basis for the period from preceding fiscal year, the beginning of the then current Fiscal Year to related balance sheet as at the end of such Fiscal Quarter, year (setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearpreceding fiscal year), all in reasonable detail and certified by the chief financial officer of Company that they fairly presentdetail, prepared in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for accordance with GAAP applied on a consistent basis throughout the periods indicatedinvolved, subject and accompanied by an opinion in form and substance satisfactory to changes resulting from audit Buyer and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Yearprepared by an accounting firm reasonably satisfactory to Buyer, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company Seller and satisfactory reasonably acceptable to Administrative AgentBuyer, which report shall be un-qualified, shall express no doubts about as to said financial statements and a certificate signed by the ability of Company and its Subsidiaries to continue as a going concern, and shall state chief financial officer or other Authorized Officer stating that such consolidated said financial statements fairly presentpresent the financial condition, in all material respectsresults and cash flows of operations of Seller (and, the if applicable, Seller’s Subsidiaries on a consolidated financial position of Company and its Subsidiaries basis) as at the dates indicated end of, and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in for, such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsyear; (iii) Officer’s and Compliance Certificates: together Together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) aboverequired in this Paragraph, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during executed by the chief financial officer or other Authorized Officer; (iv) Photocopies of all regular or periodic financial and at the end other reports, if any, which Seller or any Subsidiary of the applicable accounting periods Seller shall file with the restrictions contained SEC or any other Governmental Authority (other than tax and limited liability company filings), not later than five (5) days after filing, (v) An executive summary of each audit completed by any Agency of Seller or any of its Subsidiaries by no later than fifteen (15) days after Seller receives such audit, and (except to the extent that Seller is prohibited by applicable Law or regulation from providing it) a photocopy of any such audit that is requested by Seller by no later than fifteen (15) days after receiving Buyer’s request for such photocopy; (vi) Not less frequently than once every week (and more often if requested by Buyer), a report in Section 7form and substance reasonably satisfactory to Buyer summarizing the Hedging Arrangements, if any, then in effect with respect to all Mortgage Loans then owned by Buyer and interim serviced by Seller (or a Successor Servicer); (vii) On each Business Day, a data tape for Purchased Mortgage Loans including the information described on Exhibit I and such other information reasonably requested by Buyer from time to time; and (viii) From time to time, with reasonable promptness, such further information regarding the Mortgage Assets, or the business, operations, properties or financial condition of Seller as Buyer may reasonably request.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lendersto Syndication Agent: (i) Quarterly FinancialMONTHLY FINANCIALS: as soon as available and in any event within 45 days after the end of each Fiscal Quartermonth ending after the Restatement Effective Date, the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter month and the related consolidated statements of operations, changes in stockholders’ equity earnings and cash flows of Company and its Subsidiaries for such Fiscal Quarter month and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quartermonth, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) QUARTERLY FINANCIALS: within 45 days after the end of each Fiscal Quarter, (a) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of earnings and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-End Financialend adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in a form reasonably satisfactory to Administrative Agent; PROVIDED, that such financial statements for the fourth Fiscal Quarter of each Fiscal Year may be marked "Draft" and the narrative report described in clause (b) of this paragraph (ii) need not be delivered with respect to such fourth Fiscal Quarter financial statements. (iii) YEAR-END FINANCIALS: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsearnings, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, with all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Company and its Subsidiaries in a form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP KPMG or other independent certified public accountants of recognized national standing selected by Company and reasonably satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified as to scope of audit, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP; provided that monthly financial statements shall not be required to have footnote disclosure. Company Borrower will deliver to Administrative Agent and Lenders: (i) Monthly Financials: as soon as available, and in any event within 30 days after the end of each month ending after the Closing Date, (a) (1) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such month, (2) the related consolidated (and consolidating by business segment) statements of income of Borrower and its Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, and (3) the related consolidated (and consolidating by business segment) cash flows of Borrower and its Subsidiaries for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail and certified by the chief financial officer or chief executive officer of Borrower that they fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (b) upon reasonable request of Administrative Agent, a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, and (c) a Borrowing Base Certificate; (ii) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each Fiscal Quarter (other than each fourth Fiscal Quarter, ) (1) the consolidated balance sheets of Company Borrower and its Subsidiaries as at the end of such Fiscal Quarter and Quarter, (2) the related consolidated (and consolidating by business segment) statements of operations, changes in stockholders’ equity and cash flows income of Company Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, and (3) the related consolidated (and consolidating by business segment) cash flows of Borrower and its Subsidiaries for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, containing a management discussion and analysis of financial results; provided that delivery within the time period specified above of copies of the Borrower's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause to provide consolidated financial statements and a narrative report; (iiiii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets sheet of Company Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Borrower that they fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year, with (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP a nationally recognized "big 5" accounting firm or other independent certified public accountants of recognized national standing selected by Company Borrower and satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Company Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, and (d) an updated Schedule 5.8 to this Agreement setting forth all of the data required to be set forth in Schedule 5.8 annexed hereto with respect to any Material Contracts entered into during such Fiscal Year; provided that the delivery within the time period specified above of the Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause to provide consolidated financial statements and a narrative report, and (c) in the case of such consolidated financial statements, a report thereon of a "Big 5" firm of independent certified public accountants of recognized national standing selected by Borrower, which report shall be unqualified, shall express no doubts about the ability of Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. Company Borrower will deliver to the Administrative Agent and LendersAgent: (i) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each Fiscal Quarterfiscal quarter of each fiscal year of Borrower, (I) the consolidated balance sheets sheet of Company Borrower and its Subsidiaries as at the end of such Fiscal Quarter and Subsidiaries, (II) the related consolidated statements of operations, changes in stockholders’ equity earnings and cash flows of Company Borrower and its Subsidiaries and (III) Reporting Division financial information for such Fiscal Quarter fiscal quarter as set forth in Schedule K annexed hereto presented, in each case, for such fiscal quarter and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter setting forth, setting forth in each case in comparative form form, the corresponding figures for the corresponding dates or periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified by the chief financial officer of Company Borrower (subject to year-end audit adjustments) that they fairly present, in all material respects, present the financial condition of Company Borrower and its Subsidiaries (and such Reporting Divisions) as at the dates indicated and the results of their operations and their cash flows flow for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsadjustment and insofar as relates to Reporting Divisions based on Borrower's normal accounting procedures applied on a consistent basis and the absence of footnotes; (iia) Year-End Financial: as soon as available practicable and in any event within 90 days after the end of each Fiscal Yearfiscal year of Borrower, (I) the consolidated balance sheets sheet of Company Borrower and its Subsidiaries as at the end of such Fiscal Year and Subsidiaries, (II) the related consolidated statements of operations, earnings and changes in stockholders’ ' equity and cash flows of Company Borrower and its Subsidiaries and (III) Reporting Division financial information for such Fiscal Yearfiscal year presented, setting forth in each case case, for such fiscal year, and setting forth, in comparative form form, the corresponding figures as of the end of and for the previous Fiscal Yearyear, with all in reasonable detail, (b)in the case of such consolidated financial statements, accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative AgentBorrower, which report shall be un-qualified, shall express no doubts about the ability unqualified as to going concern and scope of Company and its Subsidiaries to continue as a going concern, audit and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsstandards and (c) in the case of such financial statements with respect to Reporting Divisions, certified by the chief financial officer of Borrower based on Borrower's normal accounting procedures applied on a consistent basis; (iii) Officer’s commencing with the first fiscal month following the Effective Date, as soon as practicable, but in no event later than 20 Business Days after the end of each fiscal month of Borrower, monthly unaudited balance sheets of Borrower and Compliance Certificates: its Subsidiaries and related statements of earnings and cash flows of Borrower and its Subsidiaries for the prior fiscal month, each certified by the Chief Financial Officer of Borrower; (iv) together with each delivery of the consolidated financial statements of Company Borrower and its Subsidiaries pursuant to subdivisions subsections (i) and (ii) above, (a) an Officer’s Officers' Certificate of Company Borrower stating that the signer has signers have reviewed the terms of this Agreement and has the Letters of Credit and have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of Company Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at the date of such Officer’s the Officers' Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate (I) demonstrating in reasonable detail compliance (as determined in accordance with GAAP) during and at the end of the applicable such accounting periods with the restrictions contained in subsections 6.12, 6.13, 6.14, 6.15, 6.16 and 6.17; (II) identifying all Subsidiaries existing on the date of such certificate and indicating, for each such Subsidiary, whether such Subsidiary is a Subsidiary Loan Party or a Foreign Subsidiary and whether such Subsidiary was formed or acquired since the end of the previous fiscal quarter; and (III) identifying any parcels of real property or improvements thereto or any other property with a value exceeding $1,000,000 that have been acquired by any Loan Party since the end of the previous fiscal quarter; (v) together with each delivery of financial statements of Borrower and its Subsidiaries pursuant to subsection (i) above, an Officers' Certificate of Borrower stating that the signers made, or caused to be made under their supervision, a review of the terms of, and the records relating to, all of the Intercompany Indebtedness between Borrower and its Subsidiaries and stating the amount of all such Intercompany Indebtedness outstanding; (vi) together with each delivery of consolidated financial statements of Borrower and its Subsidiaries pursuant to subsection (ii) above, a written statement by the independent public accountants giving the report thereon (a) stating that their audit examination has included a review of the term of this Agreement as they relate to accounting matters, (b) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit examination, and (c) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to subsection (iv) above is not correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to clause (b) of such subsection (iv) above for the applicable fiscal year are not stated in accordance with the terms of this Agreement; (vii) promptly upon receipt thereof, copies of all reports submitted to Borrower by independent public accountants in connection with each annual, interim or special audit of the financial statements of Borrower made by such accountants, including, without limitation, the comment letter submitted by such accountants to management in connection with their annual audit; (viii) within 45 days following the end of each fiscal year of Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget that have been, or will be, presented to Borrower's board of directors; (ix) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by Borrower to its security holders or by any Subsidiary of Borrower to its security holders other than Borrower or any of its Subsidiaries, and of all regular and periodic reports and all registration statements and prospectuses, if any, filed by Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission; (x) promptly upon any officer of Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any notice to Borrower or any Subsidiary of Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, (c) of any condition or event which would be required to be disclosed in a current report filed by Borrower with the Securities and Exchange Commission on Form 8-K or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action Borrower has taken, is taking and proposes to take with respect thereto; (xi) promptly upon the chief legal officer of Borrower obtaining knowledge of (a) the institution of, or non-frivolous threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries not previously disclosed by Borrower to Lenders or (b) any material development in any such action, suit, proceeding, governmental investigation or arbitration, which, in either case, if adversely determined against Borrower or any of its Subsidiaries might materially and adversely affect the business, operations, properties, assets or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole, Borrower shall promptly give notice thereof to Lenders and provide such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable Lenders and their counsel to evaluate such matters; (a) promptly upon becoming aware of the occurrence of any (i) Termination Event or (ii) "prohibited transaction", within the meaning of Section 7406 of ERISA or Section 4975 of the Internal Revenue Code, in connection with any Pension Plan or any trust created thereunder, a written notice specifying the nature thereof, what action Borrower or any of its ERISA Affiliates has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or the Pension Benefit Guaranty Corporation with respect thereto, and (b) within 10 days after the due date for filing with the Pension Benefit Guaranty Corporation pursuant to Section 412(n) of the Internal Revenue Code of a notice of failure to make a required installment or other payment with respect to a Pension Plan, a statement setting forth details as to such failure and the action that Borrower proposes to take with respect thereto, together with a copy of any such notice given to the Pension Benefit Guaranty Corporation; (xiii) with reasonable promptness copies of (a) all notices received by Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (b) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (c) all notices received by Borrower or any of its respective ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA or the termination or reorganization of a Multiemployer Plan; (xiv) each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (ii) of this subsection 5.1, the items required pursuant to Section 4.02 of the Security Agreement; (xv) the items required pursuant to Section 4 of the Pledge Agreement; and (xvi) with reasonable promptness, such other information and data with respect to Borrower or any of its Subsidiaries as from time to time may be reasonably requested by any Lender through Administrative Agent.

Financial Statements and Other Reports. Company BCC will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and (with sufficient copies for each Lender) for delivery to Lenders:; (i) Monthly Financials: as soon as available and in any event within 30 days after the end of each month (other than the last month of each Fiscal Quarter) ending after the Restatement Date, the consolidated profit and loss statements of BCC and its Subsidiaries and of the Stations on a Station-by-Station basis for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the profits and losses for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each Fiscal Quarter, the consolidated balance sheets sheet of Company BCC and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company BCC and its Subsidiaries and of the Stations on a Station-by-Station basis for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company BCC and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (iiiii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets sheet of Company BCC and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company BCC and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of BCC and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of BCC and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year, with and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers McGladrey & Xxxxxx, LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Company BCC and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company BCC and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) Quarterly Financial: as soon as available and in any event within 45 days after the end of each Fiscal Quarter, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her his supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. The Company will maintain, and cause furnish to each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and LendersLender: (i) Quarterly Financial: within 90 days after the end of each fiscal year, a consolidated balance sheet and related statements of operations, cash flows and stockholders' equity showing the xxxxx- cial condition of the Company and its Subsidiaries as soon as available of the close of such fiscal year and the consolidated results of their operations during such year, all audited by independent public accountants of recognized national standing reasonably acceptable to the Agents and accompanied by an opinion of such accountants (which shall not be qualified in any event material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP; (ii) within 45 days after the end of each Fiscal Quarterof the first three fiscal quarters of each fiscal year, a consolidated balance sheet and related statements of operations, cash flows and stockholders' equity showing the financial condition of the Company and its Subsidiaries as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, all certified by one of its financial Officers on behalf of the Company as fairly presenting the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP (except for the absence of footnotes), subject to normal year-end audit adjustments; (iii) at any time during which any Initial Loans are outstanding, within 30 days after the end of each fiscal month of the Company (commencing with the fiscal month ending November 30, 1998), the consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such Fiscal Quarter fiscal month and the related consolidated statements of operations, changes in stockholders’ equity income and retained earnings and of cash flows of Company and its Subsidiaries for such Fiscal Quarter fiscal month and for the period from the beginning elapsed portion of the then current Fiscal Year to fiscal year ended with the end last day of such Fiscal Quarterfiscal month, setting forth in each case in setting forth comparative form the corresponding figures for the corresponding periods of fiscal month in the previous Fiscal Yearprior fiscal year (to the extent comparable figures can be obtained) and comparable budgeted figures for such fiscal month, all in reasonable detail and of which shall be certified by the chief financial officer Chief Financial Officer or other Senior Officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicatedCompany, subject to changes resulting from audit and normal year-end adjustmentsaudit adjustments and the absence of footnotes; (iv) concurrently with any delivery of financial statements under (i) or (ii) Year-End Financial: as soon as available above, a certificate of the accounting firm or financial Officer on behalf of the Company opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and in disclaim responsibility for legal interpretations) (a) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company corrective action taken or proposed to be taken with respect thereto and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, (b) setting forth computations in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and reasonable detail satisfactory to the Administrative Agent, which report shall be un-qualified, shall express no doubts about Agent demonstrating compliance with the ability of Company covenant contained in Sections 6A.10 and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years 6A.11 (except as otherwise disclosed in such financial statements) and it being understood that the examination information required by this clause (b) may be provided in a certificate of a financial Officer on behalf of the Company instead of from such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsaccounting firm); (iiiv) Officer’s promptly after the same become publicly available, copies of all periodic and Compliance Certificates: together other publicly available reports, proxy statements and, to the extent requested by the Agents, other materials filed by the Company or any of its Subsidiaries with each delivery the Commission, or any governmental authority succeeding to any of or all the functions of the Commission, or with any national securities exchange, or distributed to its shareholders generally, as the case may be; (vi) if, as a result of any change in accounting principles and policies from those as in effect on the Closing Date, the consolidated financial statements of the Company and its Subsidiaries delivered pursuant to subdivisions paragraph (i) or (ii) above will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made, then, together with the first delivery of financial statements pursuant to paragraph (i) and (ii) aboveabove following such change, a schedule prepared by a financial Officer on behalf of the Company reconciling such changes to what the financial statements would have been without such changes; (avii) prior to the end of each fiscal year, a copy of an operating and capital expenditure budget for the Company for the next succeeding fiscal year and projections in GAAP format for each succeeding fiscal year through the Maturity Date; (viii) promptly following the creation or acquisition of any Subsidiary of the Company, a certificate from an Officer’s Certificate of Company stating that , identifying such new Subsidiary and the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail ownership interest of the transactions and condition of Company and its Subsidiaries during therein; (ix) simultaneously with the accounting period covered by such delivery of any financial statements pursuant to paragraph (i) or (ii) above, a balance sheet and that such review has not disclosed related statements of operations, cash flows and stockholder's equity for each unconsolidated subsidiary for the existence during applicable period; (x) promptly, a copy of all reports submitted in connection with any material interim or at special audit made by independent accountants of the end books of the Company or any Subsidiary of the Company; (xi) promptly, after any borrowing base report shall have been delivered to the lenders under the Bank Credit Agreement, a copy of such accounting periodreport; (xii) promptly, from time to time, such other information regarding the operations, business affairs and that the signer does not have knowledge financial condition of the existence as at Company or any of its Subsidiaries, or compliance with the date of such Officer’s Certificate, terms of any condition Loan Document, or event that constitutes an Event of Default such consolidating financial statements, as in each case the Agents or Potential Event of Defaultany Lender, oracting through the Agents, if any such condition or event existed or exists, specifying may reasonably request; and (xiii) together with the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end consolidated financial statements of the applicable accounting periods Company and its Subsidiaries for the fiscal year ending June 30, 1999 delivered pursuant to paragraph (i) above, an Officer's Certificate showing the calculation of Excess Cash Flow for such fiscal year together with the restrictions contained all supporting data used in Section 7;such calculation (an "Excess Cash Flow Certificate").

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) [Intentionally Omitted] (ii) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each fiscal quarter of each Fiscal QuarterYear, (a) the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter fiscal quarter and the related consolidated statements statement of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter fiscal quarter and for the period from the -68- 76 beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such fiscal quarter and for the period from the beginning of the then current Fiscal Year to the end of such fiscal quarter; provided that delivery of Company's Form 10-Q for such fiscal quarter shall be deemed to satisfy the requirements of this subsection 5.1(ii); (iiiii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements statement of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP Arthxx Xxxexxxx XXX or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each ; provided that delivery of Company's Form 10-K for such Fiscal Year shall be deemed to satisfy the consolidated financial statements requirements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, clauses (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7this subsection 5.1(iii);

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent Agents and Lenders: (i) Quarterly FinancialMonthly Financials: as soon as available and in any event within 30 days after the end of each calendar month (or, in the case of the calendar month of October, 2000, 98 EXECUTION the last calendar month of each Fiscal Quarter and the last calendar month of each Fiscal Year, as soon as available and in any event within 45 days after the end of each Fiscal Quarter, such calendar month) the consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter calendar month and the related consolidated and consolidating statements of operations, changes in stockholders’ equity income and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearcalendar month, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Quarterly Financials: as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters, (a) the consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated and consolidating statements of income and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan or Revised Financial Plan, as the case may be, for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; provided that with respect to the Fiscal Quarters ending September 30, 2000, December 31, 2000, March 31, 2001 and June 30, 2001, Company shall not be required to set forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year; provided further that, with respect to the Fiscal Quarters ending September 30, 2000, December 31, 2000 and March 31, 2001, Company shall not be required to deliver the consolidated and consolidating balance sheets of Company and its Subsidiaries and the related consolidated and consolidating statements of income and cash flows of Company and its Subsidiaries for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; provided still further, that is hereby acknowledged and agreed that any such financial statements delivered hereunder for any period that ends prior to the Closing Date or includes the Closing Date shall be prepared on a Pro Forma Basis as if the Merger had been consummated on the first day of the Fiscal Quarter ending on September 30, 2000 and the Merger was a Permitted Acquisition of Company and its Subsidiaries and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter (it being understood and agreed that the "Management Discussion and Analysis" contained in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission for such period shall be deemed to comply with the foregoing requirement); (iii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Revised Financial Plan or Financial Plan, as the case may be, for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer, chief accounting officer or controller of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated; provided that, with respect to the Fiscal Year ending December 31, 2000, Company shall not be required to set forth in comparative form the corresponding figures for the previous Fiscal Year, (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year (it being understood and agreed that the "Management Discussion and Analysis" contained in the Company's annual report on Form 10-K or such similar report filed with the Securities and Exchange Commission shall be deemed to comply with the foregoing requirement), and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP KPMG Peat Marwick or other independent certified public accountants of recognized national standing selected by Company and reasonably satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiiiv) Officer’s 's and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (iii) and (iiiii) above, (a) an Officer’s 's Certificate (provided that such Officer's Certificate shall be executed on behalf of Company by its president or one of its vice-presidents and by its chief financial officer (or if there is no chief financial officer its chief accounting officer) or its treasurer) of Company stating that the signer has signers have reviewed the terms of this Agreement and has the other Loan Documents and have made, or caused to be made under his/her their supervision, a review in reasonable detail of the material transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; thereto and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;, in each case to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period; 100 EXECUTION

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Chase Co-Administrative Agent (and Lenders:Chase Co-Administrative Agent will, after receipt thereof, deliver to each Lender): (i) Quarterly FinancialMonthly Financials: as soon as available and in any event within 45 20 days after each calendar month-end commencing with the end calendar month of each Fiscal QuarterAugust 1997, (a) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter each fiscal month ending after the Closing Date and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter month and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quartermonth, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the correspond- ing figures from the consolidated plan and financial forecast for the current Fiscal YearYear delivered pursuant to subsection 6.1(xiii), all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such month and for the period from the beginning of the then current Fiscal Year to the end of such month; (ii) Quarterly Financials: as soon as available and in any event within 45 days after the end of each Fiscal Quarter, (a) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to subsection 6.1(xiii), all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior manage- ment for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (iii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year and the corresponding figures from the consolidated plan and financial forecast delivered pursuant to subsection 6.1(xiii) for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year, with and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and reasonably satisfactory to Chase Co-Administrative Agent, which report shall be un-qualified, shall express no doubts about unqualified as to the ability of Company and its Subsidiaries to continue as a going concernconcern and as to scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiiiv) Officer’s 's and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (iii) and (iiiii) above, (a) an Officer’s 's Certificate of Company stating that the signer has reviewed the terms of this Agreement and has have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. The Company will maintain, and will cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver furnish, or will cause to Administrative Agent be furnished, to each Holder of at least 10% of the aggregate principal amount of the outstanding Notes (each a "Qualified Holder"), unless such Qualified Holder has notified the Company that he or it elects not to receive such information, copies of the following financial statements, reports, notices and Lendersinformation: (ia) Quarterly Financial: promptly when available and in any event when furnished pursuant to the Credit Agreement, copies of all financial statements, certificates, audit and other reports, filings, projections, management letters and other information furnished pursuant thereto; (b) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarter, the consolidated balance sheets Quarters of Company and its Subsidiaries each Fiscal Year of as at of the end of such Fiscal Quarter and the related consolidated statements of operationsearnings, changes in stockholders’ ' equity and cash flows flow of the Company and its Subsidiaries for such Fiscal Quarter and for the period from commencing at the beginning end of the then current previous Fiscal Year to and ending with the end of such Fiscal Quarterquarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer Authorized Officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsCompany; (iic) Year-End Financial: as soon as available and in any event within 90 120 days after the end of each Fiscal YearYear of the Company, a copy of the annual audit report for such Fiscal Year for the Company, including therein consolidated balance sheets of the Company and its Subsidiaries as at of the end of such Fiscal Year and the related consolidated statements of operationsearnings, changes in stockholders’ ' equity and cash flows flow of the Company and its Subsidiaries for such Fiscal Year, setting forth in each case certified in comparative form a manner acceptable to the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers Requisite Holders by Xxxxxx Xxxxxxxx LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory acceptable to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concernRequisite Holders, and shall state that such consolidated financial statements fairly presentto the effect that, in all material respectsmaking the examination necessary for the signing of such annual report by such accountants, the consolidated financial position they have not become aware of Company any Default or Event of Default that has occurred and its Subsidiaries as at the dates indicated is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of Default and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardssteps, if any, being taken to cure it; (iiid) Officer’s if, as a result of any material change in accounting principles and Compliance Certificates: together with each delivery policies from those used in the preparation of the Financial Statements referred to in Section 4.7, the consolidated financial statements of the Company and its Subsidiaries delivered pursuant to subdivisions clause (b), (c) or (k) of this Section 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made, then, at the reasonable request of the Requisite Holders, financial statements of the Company for (i) the then current Fiscal Year to the effective date of such change and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed one full Fiscal Year immediately preceding the terms of this Agreement and has Fiscal Year in which such change is made, or caused to be made under his/her supervisionin each case prepared on a pro forma basis as if such change had been in effect during such periods, and a review in reasonable detail written statement of the transactions and condition chief accounting Authorized Officer or chief financial Authorized Officer of the Company and its Subsidiaries during setting forth the accounting period covered by differences which would have resulted if such financial statements had been prepared without giving effect to such change; (e) promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all material reports submitted to the Company or its Subsidiaries by independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Company made by such accountants, including any comment letter submitted by such accountants to management in connection with their annual audit; (f) promptly after the sending or filing thereof, copies of (i) all financial statements, reports, notices and that such review has not disclosed proxy statements sent or made available generally by the existence during Company to its securityholders, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or at a similar form) and prospectuses, if any, filed by the end of such accounting periodCompany with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, and that (iii) all press releases and other statements made available generally by the signer does not have knowledge Company to the public concerning material developments in the business of the existence as at Company; (g) promptly upon any officer of the date of such Officer’s Certificate, Company obtaining knowledge (i) of any condition or event that constitutes an Event of a Default or Potential Event of Default, oror becoming aware that the any Holder has given any notice or taken any other action with respect to a claimed Default or Event of Default, if (ii) that any such Person has given any notice to the Company or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 9.1.2, (iii) of any condition or event existed that would be required to be disclosed in a current report filed by the Company or existsits Subsidiaries with the Securities and Exchange Commission on Form 8-K (Items 1, 2, 4, 5 and 6 of such Form as in effect on the date hereof) if the Company were required to file such reports under the Exchange Act, or (iv) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence thereof of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Event of Default, Default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto; (h) promptly upon any officer of the Company obtaining knowledge of (i) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting the Company or its Subsidiaries or any of its properties (collectively, "Proceedings") not previously disclosed in writing by the Company to the Holders or (ii) any material development in any Proceeding that: (A) if adversely determined, could give rise to a Material Adverse Effect, or (B) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to the Company to enable the Holders and their counsel to evaluate such matters; and within twenty days after the end of each Fiscal Quarter of the Company, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, the Company equal to or greater than $50,000, and promptly after request by the Requisite Holders such other information as may be reasonably requested by the Requisite Holders to enable the Holders and their respective counsel to evaluate any of such Proceedings; (bi) immediately upon becoming aware of the institution of any steps by the Company to terminate any Pension Plan, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under section 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Company furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Company of any material liability, fine or penalty, or any material increase in the contingent liability of the Company with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto; (j) as soon as available and in any event no later than 60 days after the beginning of each Fiscal Year, a plan and financial forecast for such Fiscal Year, including (i) forecasted balance sheets and forecasted statements of income, stockholders' equity and cash flow of the Company for each such Fiscal Year, together with an explanation of the assumptions on which such forecasts are based, (ii) forecasted statements of income, stockholders' equity and cash flows of the Company for each month of each such Fiscal Year, together with an explanation of the assumptions on which such forecasts are based, and (iii) such other information and projections as the Requisite Holders may reasonably request; (k) as soon as practicable and in any event by the last day of each Fiscal Year, a report in form and substance reasonably satisfactory to the Requisite Holders outlining all material insurance coverage maintained as of the date of such report by the Company and all material insurance coverage planned to be maintained by the Company in the immediately succeeding Fiscal Year; (l) as soon as practicable following receipt thereof, copies of all environmental audits and reports, whether prepared by personnel of the Company or by independent consultants, with respect to significant environmental matters at any Facility or which relate to an Environmental Claim which could result in a Material Adverse Effect; (m) with reasonable promptness, written notice of any change in the Board of Directors of the Company; (n) promptly upon any Person becoming a Subsidiary of the Company, (i) a Compliance written notice setting forth with respect to such Person the date on which such Person became a Subsidiary of the Company and (ii) an Officer's Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Article VII; and (o) with reasonable promptness, such other information and data with respect to the financial condition, business, property, assets, revenues and operations of the Company as the Requisite Holders may from time to time reasonably request; provided, that the Company shall not be required to deliver any of the information specified in this Section 7;6.1 to any Holder which the Company reasonably determines to be in, or be affiliated with a Person in, a line of business which is competitive with the Company's line of business.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Chase Co-Administrative Agent (and Lenders:Chase Co-Administrative Agent will, after receipt thereof, deliver to each Lender): (i) Quarterly FinancialMonthly Financials: as soon as available and in any event within (y) 45 days after each of the end first two calendar months ending after the Effective Date, and (z) thereafter within 30 days after the last day of each calendar month other than the last month of a Fiscal Quarter, (a) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter each fiscal month ending after the Effective Date and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter month and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quartermonth, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the consolidated plan and financial forecast for the current Fiscal YearYear delivered pursuant to subsection 6.1(xiii), all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such month and for the period from the beginning of the then current Fiscal Year to the end of such month; (ii) Quarterly Financials: as soon as available and in any event within 45 days after the end of each Fiscal Quarter, (a) the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to subsection 6.1(xiii), all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (iii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year and the corresponding figures from the consolidated plan and financial forecast delivered pursuant to subsection 6.1(xiii) for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year, with and (c) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and reasonably satisfactory to Chase Co-Administrative Agent, which report shall be un-qualified, shall express no doubts about unquali- fied as to the ability of Company and its Subsidiaries to continue as a going concernconcern and as to scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintain, The Borrower and cause each of its Subsidiaries to maintain, will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. Company GAAP and the Borrower will deliver to the Administrative Agent and (which will deliver copies thereof to the Lenders:) (except to the extent otherwise expressly provided below in subsection 5.01(b)(ii)): (i) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each of the first three Fiscal Quarter, Quarters of each Fiscal Year ending after the Effective Date the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Quarter period, and the related consolidated statements of operations, changes in stockholders’ income and shareholders' equity and cash flows of Company the Borrower and its consolidated Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer or controller of Company the Borrower that they fairly present, in all material respects, present the financial condition of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows for the periods indicatedfinancial position, subject to changes resulting from audit and normal year-end adjustments; , based on the Borrower's normal accounting procedures applied on a consistent basis (ii) Year-End Financial: except as noted therein); as soon as available practicable and in any event within 90 days after the end of each Fiscal Year, Year the consolidated balance sheets sheet of Company the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year year and the related consolidated statements of operations, changes in stockholders’ income and shareholders' equity and cash flows of Company the Borrower and its consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, an Independent Public Accountant which report shall be un-qualifiedunqualified as to (w) the accuracy of all numbers or (ii) amounts set forth in such financial statements, shall express no doubts about (x) the ability inclusion or reflection in such financial statements of Company all amounts pertaining to contingencies required to be included or reflected therein in accordance with GAAP, (y) going concern and its Subsidiaries to continue as a going concern, (z) scope of audit and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated and the results of their operations and changes in their cash flows financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed noted in such financial statementsreport and approved by such Independent Public Accountant) and that the examination by such accountants Independent Public Accountant in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;; The Borrower will be deemed to have complied with the requirements of Section 5.01(a)(i) hereof if within 45 days after the end of each Fiscal Quarter (other than the final Fiscal Quarter) of each of its Fiscal Years, a copy of the Borrower's Form 10-Q as filed with the Securities and Exchange Commission with respect to such Fiscal Quarter is furnished to the Administrative Agent, and the Borrower will be deemed to have complied with the requirements of Section 5.01(a)(ii) hereof if within 90 days after the end of each of its Fiscal Years, a copy of the Borrower's Annual Report on Form 10-K as filed with the Securities and Exchange Commission with respect to such Fiscal Year is furnished to the Administrative Agent. (iiii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company the Borrower and its Subsidiaries consolidated subsidiaries pursuant to subdivisions (ia)(i) and (iia)(ii) above, (ax) an Officer’s 's Certificate of Company the Borrower stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her such signer's supervision, a review in reasonable detail of the transactions and condition of Company the Borrower and its Subsidiaries consolidated subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s the Officers' Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (by) a Compliance an Officer's Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 76.03 hereof (a "Compliance Certificate") and, in addition, a written statement of the chief accounting officer, chief financial officer, any vice president or the treasurer or any assistant treasurer of the Borrower describing in reasonable detail the differences between the financial information contained in such financial statements and the information contained in the Officer's Certificate relating to compliance with Section 6.03 hereof; (ii) promptly upon their becoming available but only to the extent requested by the Administrative Agent, copies of all publicly available financial statements, reports, notices and proxy statements sent by the Borrower to its security holders, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower with any securities exchange or with the Securities and Exchange Commission; (iii) promptly upon (and in no event later than three days after) any of the chairman of the board, the chief executive officer, the president, the chief accounting officer, the chief financial officer or the treasurer of the Borrower obtaining actual knowledge (x) of any condition or event which constitutes an Event of Default or Default, or (y) of a Material Adverse Effect, an Officer's Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Default, event or condition, and what action, if any, the Borrower has taken, is taking and proposes to take with respect thereto; (iv) with reasonable promptness, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by any Lender.

Financial Statements and Other Reports. Company The Borrower will maintain, and will cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. Company The Borrower will deliver to Administrative Agent each Lender and Lendersthe Agent: (i) Quarterly Financial: as soon as available and in any event within 45 30 days after the end of each Fiscal Quartermonth ending after the Closing Date, (1) the consolidated balance sheets of the Company and its Subsidiaries and the consolidating balance sheets of the Company and the Material Subsidiaries, in each case as at the end of such Fiscal Quarter and month, (2) the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries flows, in each case for such Fiscal Quarter month and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quartermonth, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods of the previous Fiscal Yearfiscal year and the corresponding figures from the consolidated plan and financial forecast for the current fiscal year delivered pursuant to Section 5.1(x), all in reasonable detail and certified by the chief financial 63 -57- officer or the controller of the Company that they fairly present, in all material respects, present the financial condition of Company and its Subsidiaries such entities as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsadjustments and (3) a narrative report describing the operations of the Company and its Subsidiaries in the form prepared for presentation to senior management for such monthly period and for the period from the beginning of the then current fiscal year to the end of such monthly period; (iiiii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Yearfiscal year, (1) the consolidated balance sheets of the Company and its Subsidiaries and the consolidating balance sheets of the Company and the Material Subsidiaries as at the end of such Fiscal Year and fiscal year, (2) the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearfiscal year and the corresponding figures from the consolidated plan and financial forecast for the current fiscal year delivered pursuant to Section 5.1(x) for the fiscal year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present the financial condition of the Company and its Subsidiaries and the Company and the Material Subsidiaries, as the case may be, as at the dates and the results of their operations and their cash flows for the periods indicated, (3) if the Company does not file annual reports on Form 10-K (or any successor form thereto) with the Commission, a narrative report describing the operations of the Company and its Subsidiaries (in the form of management's discussion and analysis of such operations which would comply with the disclosure requirements of the Exchange Act and rules and regulations promulgated thereunder with respect to management's discussion and analysis set forth in quarterly reports on Form 10-K) prepared for such fiscal year, and (4) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentstanding, which report shall be un-qualifiedunqualified as to scope of audit, shall express no doubts about the ability of the Company and its Subsidiaries to continue as a "going concern", and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiiiv) Officer’s and Compliance Certificates: together with each delivery Officers' Certificate of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement and has the Notes and have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at the date of such Officer’s the Officers' Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable such accounting periods with the restrictions contained in Section 75.10 and Section 6; (v) together with each delivery of consolidated financial statements pursuant to Section (iii) above, a written statement by the independent certified public accountants giving the report thereon (a) stating whether, in connection with their audit examination, any condition or event that constitutes an Event of Default or Potential Event of Default that relates to accounting matters has come to their attention and, if any such condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit examination, and (b) stating that based on their audit examination nothing has come to their attention that causes them to believe that the information contained in the certificates delivered therewith is not correct; (vi) promptly upon receipt thereof (unless restricted by applicable professional standards), copies of all reports in final form (other than reports of a routine or ministerial nature which are not material) submitted to the Company by independent certified public accountants in connection with each annual, interim or special audit of the financial statements of the Company and its Subsidiaries made by such accountants, including, without 66 -60- limitation, any comment letter submitted by such accountants to management in connection with their annual audit; (vii) promptly upon the sending or filing thereof, copies of (a) all financial statements, reports, notices and proxy statements sent or made available generally by the Company to its securityholders or by any Subsidiary of the Company to its securityholders other than the Company or another Subsidiary of the Company, (b) all regular and periodic reports and all final registration statements (other than on Form S-8 or a similar form) and final prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental authority succeeding to its functions (other than reports of a routine or ministerial nature which are not material) and (c) all press releases and other statements made available generally by the Company or any of its Subsidiaries to the public concerning material developments in the business of the Company or any of its Subsidiaries; (ix) promptly upon any executive officer of the Company obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by the Company to the Lenders or (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the Transactions; written notice thereof together with such other information as may be reasonably available to the Company or any of its Subsidiaries to enable the Lenders and their counsel to evaluate such matters; (x) as soon as practicable but in any event no later than 40 days following the first day of each fiscal year a forecast for each of the twelve months of such fiscal year of the consolidated balance sheet and the consolidated statements of income, cash flow and cash position of the Company and its Subsidiaries and the consolidating balance sheet and the consolidating statements of income, cash flow and cash position of the Company and the Material Subsidiaries, together with an outline of the major assumptions upon which the forecast is based. Together with each delivery of financial statements pursuant to Sections 5.1(ii) and (iii) above, the Company shall deliver a comparison of the current year to date financial results against the budget required to be submitted pursuant to this Section; (xii) in writing, promptly upon an executive officer of the Company obtaining knowledge that any Borrower or any of its Subsidiaries has received notice or otherwise learned of any claim, demand, action, event, condition, report or investigation indicating any potential or actual liability arising in connection with (x) the non-compliance with or violation of the requirements of any Environmental Law that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (y) the release or threatened release of any Hazardous Material, substance or constituent into the environment that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or that release the Company or any of its Subsidiaries would have a duty to report to a Tribunal under an Environmental Law, or (z) the existence of any Environmental Lien on any properties or assets of the Company or any of its Subsidiaries; (xiii) with reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries or any of their respective property, business or assets as from time to time may be reasonably requested by the Agent; provided that no information or data shall be required to be delivered hereunder or under any other provision of this Agreement if it would violate any applicable attorney-client or accountant-client privilege or any agreement to which the Company or any of its Subsidiaries is party as to the confidentiality of such information.

Financial Statements and Other Reports. Company will maintainBorrower shall, and shall cause each of its Subsidiaries to maintainto, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Borrower will deliver to Administrative Agent and Lenders: (i) Quarterly Financial: promptly and in any event within 3 days of receipt thereof, copies of all financial statements, reports and certifications delivered to Borrower under the Phase II Lease; (ii) as soon as available and in any event within 45 days after the end of each Fiscal Quarter, (a) the consolidated balance sheets of Company Borrower and its Subsidiaries subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company Borrower and its Subsidiaries subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company LVSI, on behalf of Borrower, that they fairly present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments;; and (b) a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter. (iiiii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets of Company Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of Borrower, that they fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated; (b) a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year; and (c) a report thereon of PricewaterhouseCoopers Price Waterhouse LLP or other independent certified public accountants of recognized national standing selected by Company Borrower and reasonably satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified as to scope of audit, shall express no doubts about the ability of Company and its Subsidiaries the Persons covered thereby to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Borrower and its Subsidiaries Subsidiaries, respectively as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. For so long as the Purchasers hold any Note, any Warrant exchangeable into at least 5% of the issued and outstanding Common Stock on a Fully Diluted basis, or at least 5% of the issued and outstanding Common Stock on a Fully Diluted basis, the Company will maintaindeliver, and or cause to be delivered to each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and LendersSignificant Holder: (i) Quarterly Financial: within 30 days prior to the end of each fiscal year, but no earlier than 60 days prior to the end of such fiscal year, a budget (on a monthly basis) for the Company and its Subsidiaries for the following fiscal year (including consolidating and consolidated statements of income, cash flow and balance sheets prepared in accordance with GAAP), in reasonable detail and reasonably satisfactory in form and scope to the Significant Holder; (ii) as soon as available and in any event within 30 days after the end of each month, consolidating and consolidated statements of income and cash flow of the Company and its Subsidiaries for such month and for the period from the beginning of the current fiscal year to the end of such month and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and, beginning in fiscal year 1995, setting forth, in each case, in comparative form, figures for the corresponding month and period in the preceding fiscal year and the budget for such month and for the period from the beginning of the current fiscal year to the end of such month, all in reasonable detail and reasonably satisfactory in form and scope to the Significant Holder and certified by an authorized financial officer of the Company as fairly presenting in all material respects the financial condition and results of operation of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP; (iii) only after the occurrence of an Initial Public Offering, or if the Company prepares such statements in the ordinary course, as soon as practicable and in any event within 45 days after the end of each Fiscal Quarterfiscal quarter of the Company, consolidating and consolidated statements of income and cash flow of the Company and its Subsidiaries for such quarter and for the period from the beginning of the current fiscal year to the end of such quarter and a consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterquarter, setting forth forth, in each case case, in comparative form the corresponding form, figures for the corresponding periods of quarter in the previous Fiscal Yearpreceding fiscal year and the budget for such quarter, all in reasonable detail and satisfactory in form and scope to the Significant Holder, and certified by the chief an authorized financial officer of the Company that they as fairly present, presenting in all material respects, respects the financial condition and results of operations of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentson a consolidated basis in accordance with GAAP; (iiiv) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Yearfiscal year, consolidating and consolidated statements of income, stockholders' equity and cash flow of the Company and its Subsidiaries for such fiscal year, and the related consolidating and consolidated balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Year fiscal year, setting forth, in each case, in comparative form, corresponding consolidated and consolidating figures from the related preceding fiscal year, all in reasonable detail and reasonably satisfactory in form and scope to the Significant Holder, and accompanied (i) in the case of said consolidated statements and balance sheet of operationsthe Company, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report by an opinion thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent(which shall be generally recognized as one of the "Big Six" independent public accounting firms), which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and opinion shall state that such said consolidated financial statements fairly present, in all material respects, present the consolidated financial position condition and results of operations of the Company and its Subsidiaries as at the dates indicated end of, and for, such fiscal year in accordance with GAAP, and (ii) in the case of said consolidating statements and balance sheets, by a certificate of an authorized financial officer of the Company, which certificate shall state that said consolidating financial statements fairly present the respective individual unconsolidated financial condition and results of their operations of the Company and their cash flows for of each of its Subsidiaries, in each case in accordance with GAAP, consistently applied, as at the periods indicated in conformity with GAAP applied on a basis consistent with prior years end of, and for, such fiscal year; (except as otherwise disclosed in such v) promptly upon transmission thereof to the shareholders of the Company generally or to any other security holder of the Company, including, without limitation, any holder of Senior Debt, copies of all financial statements, financial analyses, notices, certificates (including, without limitation, the Compliance Certificate to be furnished under the Credit Agreement), annual reports and proxy statements so transmitted; (vi) and that promptly upon receipt thereof, a copy of each other report submitted to the examination Company or any of its Subsidiaries by such independent accountants in connection with any annual, interim or special audit of the books of the Company or any of its Subsidiaries made by such consolidated financial statements has been made in accordance with generally accepted auditing standardsaccountants, or any management letters or similar document submitted to the Company or any of its Subsidiaries by such accountants; (iiivii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions required by clauses (iiii) and (iiiv) above, (a) an Officer’s Officers' Certificate of Company stating that the signer has signers have reviewed the terms of this Agreement Agreement, the Notes and has the Warrants, and have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting fiscal period covered by such financial statements statements, and that such review has not disclosed the existence during or at the end of such accounting periodexistence, and that the signer does signers do not have knowledge of the existence existence, as at the date of such Officer’s Officers' Certificate, of any condition or event that constitutes an which would constitute a Default or Event of Default or Potential Event of Default, or, if if, any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or is taking or proposes to take with respect thereto; (viii) together with each delivery of consolidated financial statements required by clause (iv) above, a certificate of the independent public accountants giving the report thereon, but only if, in making the audit of such financial statements, such accountants have obtained knowledge of any Default or Event of Default, specifying in such certificate the nature and period of existence thereof; provided, that such accountants shall not be liable by reason of their failure to obtain knowledge of any Default or Event of Default which would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards; (ix) promptly upon any Responsible Officer of the Company obtaining knowledge (a) of any condition or event which constitutes a Default or Event of Default, (b) that the holder of any Note has given any notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (c) of any condition or event which, in the opinion of management of the Company would have a material adverse effect on the business, condition (financial or otherwise), assets, properties, operations or prospects of the Company and its Subsidiaries, taken as a whole (other than conditions or events applicable to the economy as a whole), (d) that any Person has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to a claimed Default or event or condition of the type referred to in clause (ii) of paragraph 10A hereof, or (e) of the institution of any litigation involving claims against the Company in an amount equal to or greater than $100,000 with respect to any single cause of action (unless the Company reasonably believes such litigation is without merit and will not be determined adversely to the Company) or of any adverse determination in any litigation involving a potential liability to the Company equal to or greater than $100,000 with respect to any single cause of action (unless such litigation is defended by an insurance carrier without any reservation of rights and is reasonably expected to be fully covered by a creditworthy insurer), an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, event or condition, and what action the Company has taken, is taking and or proposes to take with respect thereto; and ; (x) promptly upon any Responsible Officer of the Company or any of its ERISA Affiliates becoming aware of the occurrence of (a) any "reportable event," as such term is defined in section 4043 of ERISA, in connection with any Plan subject to Title IV of ERISA or section 412 of the Code or trust, insurance contract or other funding arrangement maintained or created thereunder or an event requiring the Company or any ERISA Affiliate to provide security to a Plan under section 401(a)(29) of the Code, (b) a Compliance Certificate demonstrating any "prohibited transaction," as such term is defined in reasonable detail compliance during and at the end section 4975 of the applicable accounting periods Code or in section 406 of ERISA in connection with any Plan or any trust, insurance contract or other funding arrangement maintained or created thereunder, or in connection with any Welfare Plan or Multiemployer Plan or (c) the restrictions contained institution of proceedings or the taking or expected taking of action by the PBGC or the Company or any of its ERISA Affiliates to terminate or withdraw or partially withdraw, in Section 7connection with any Plan subject to Title IV of ERISA or section 412 of the Code or any Multiemployer Plan or any trust, insurance contract or other funding arrangement maintained or created thereunder, a written notice specifying the nature thereof, what action the Company or any such Subsidiary has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto; (xi) promptly upon any material revision to the budgets referred to in clause (i) above, such monthly budgets, as revised; and (xii) with reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries as such Significant Holder may reasonably request.

Financial Statements and Other Reports. The Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAPGAAP (except as provided below). The Company will deliver to Administrative each Lender and the Agent on and Lendersafter the Effective Date: (ia) Quarterly Financial: as soon as available (and in any event within 45 days after the end of each Fiscal Quarter, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding time periods of the previous Fiscal Year, all in reasonable detail and certified prescribed by the chief financial officer of Commission) all quarterly and annual reports on Forms 10-Q and 10-K (or successor forms) whether or not the Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject is then required to changes resulting from audit and normal year-end adjustmentsrule such reports; (iib) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries annual reports on Form 10-K (or successor form) pursuant to subdivisions Section (i) and (iia) above, (a) an Officer’s Officers’ Certificate of the Company stating that the signer has signers have reviewed the terms of this Agreement and has have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at the date of such Officer’s the Officers’ Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; (c) together with each delivery of annual consolidated financial statements pursuant to Section (a) above, a written statement by the independent certified public accountants giving the report thereon stating whether, in connection with their audit examination, any condition or event that constitutes an Event of Default or Potential Event of Default that relates to accounting matters has come to their attention and, if any such condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Event of Default or Potential Event of Default that would not be disclosed in the course of their audit examination; (d) at the same time as they are publicly filed, copies of all annual, regular, periodic and special reports and registration statements which the Company files with the SEC or with any Tribunal that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered) and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Agent pursuant hereto; (e) promptly upon any Officer obtaining knowledge (1) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (2) that any Person has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to a claimed default or event or condition which might result in an Event of Default referred to in Section 7.2 or (3) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officers’ Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto; (f) beginning with the fiscal year ending December 31, 2007, as soon as practicable but in any event no later than 60 days following the first day of each fiscal year a forecast for each of the next succeeding twelve months of the consolidated balance sheet and the consolidated statements of income, cash flow and cash position of the Company and its Subsidiaries and the consolidating balance sheet and the consolidating statements of income, cash flow and cash position of the Company and the Material Subsidiaries, together with an outline of the major assumptions upon which the forecast is based. Together with each delivery of financial statements pursuant to Section 5.1(b) above, the Company shall deliver a comparison of the current year to date financial results against the budget required to be submitted pursuant to this Section; (g) in writing, promptly upon an Officer obtaining knowledge that the Company or any of its Subsidiaries has received notice or otherwise learned of any (1) Environmental Claim, the non-compliance with or violation of the requirements of any Environmental Law, the Release or threatened Release of any Hazardous Material, in each case, which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (2) the existence of any Environmental Lien on any properties or assets of the Company or any of its Subsidiaries; (h) promptly upon any Person becoming a Subsidiary of the Company, a written notice setting forth with respect to such Person (1) the date on which such Person became a Subsidiary of the Company and (b2) all of the data required to be set forth in Schedule 4.1 annexed hereto with respect to all Subsidiaries of the Company; and (i) with reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries or any of their respective property, business or assets as from time to time may be reasonably requested by any Lender; provided that no information or data shall be required to be delivered hereunder or under any other provision of this Agreement if it would violate any applicable attorney-client or accountant-client privilege. Documents required to be delivered pursuant to this Section 5.1 (to the extent any such documents are included in materials otherwise filed with the Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Company posts such documents, or provides a Compliance Certificate demonstrating in reasonable detail compliance during and link thereto on the Company’s website on the internet at the end Company’s website address of xxx.xxxxxxx.xxx (or such other website address as the Company may provide to the Agent in writing from time to time); provided that: (x) to the extent the Agent is otherwise unable to receive any such electronically delivered documents, the Company shall, upon request by the Agent, deliver paper copies of such documents to the Agent until a written request to cease delivering paper copies is given by the Agent and (y) the Company shall notify the Agent (by telecopier or electronic mail) of the applicable accounting periods with posting of any such documents or provide to the restrictions contained in Section 7;Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Borrower will deliver to Administrative Agent and Lenders: (i) Quarterly FinancialFinancials: as soon as available available, and in any event within 45 days after the end of each fiscal quarter of each Fiscal QuarterYear, the consolidated balance sheets sheet of Company and its Subsidiaries Borrower as at the end of such Fiscal Quarter fiscal quarter and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries Borrower for such Fiscal Quarter fiscal quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarterfiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all if applicable, in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present, in all material respects, present the financial condition of Company and its Subsidiaries Borrower as at the dates indicated and the results of their its operations and their its cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments;. (ii) Year-End FinancialFinancials: as soon as available available, and in any event within 90 days after the end of each Fiscal Year, (a) the consolidated balance sheets sheet of Company and its Subsidiaries Borrower as at the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries Borrower for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with if applicable, in reasonable detail and certified by the chief financial officer of Borrower that they fairly present the financial condition of Borrower as at the dates indicated and the results of their operations and their cash flows for the periods indicated, and (b) in the case of such financial statements, a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company Borrower and satisfactory to Administrative Agent, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Company and its Subsidiaries Borrower to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company and its Subsidiaries Borrower as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and LendersAgent: (i) Monthly Financials: as soon as possible and in any event within 45 days after the end of each month, the consolidated balance sheet as at the end of such month and the related consolidated statements of income and cash flows of (x) Company and its Subsidiaries and (y) Company and its Wholly Owned Subsidiaries for such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figure from the Financial Plan for such Fiscal Year; (ii) Quarterly FinancialFinancials: as soon as available and in any event within 45 days after the end of each of the first three Fiscal QuarterQuarters, the consolidated balance sheets of (x) Company and its Subsidiaries and (y) Company and its Wholly Owned Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of (x) Company and its Subsidiaries and (y) Company and its Wholly Owned Subsidiaries for such Fiscal Quarter Quarter, and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal QuarterQuarter (including segment information regarding Company's Canadian and international operations in accordance with GAAP), setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustmentsadjustments and the absence of footnotes, and (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (iiiii) Year-End FinancialFinancials: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of (x) Company and its Subsidiaries and (y) Company and its Wholly Owned Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of (x) Company and its Subsidiaries and (y) Company and its Wholly Owned Subsidiaries for such Fiscal Year, (including segment information regarding Company's Canadian and international operations in accordance with GAAP), setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a narrative report describing the operations of Company and its Subsidiaries in the form prepared for presentation to senior management for such Fiscal Year, with and (c) in the case of such consolidated financial statements of Company and its Subsidiaries, a report thereon of PricewaterhouseCoopers LLP or other a nationally recognized independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentaccounting firm, which report shall be un-qualifiedunqualified as to scope of audit, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company will maintain, and Seller shall deliver or cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices be delivered to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and LendersBuyer: (i) Quarterly Financial: as soon as available and in any event within 45 not later than forty-five (45) days after the end of each Fiscal Quartercalendar month, the consolidated balance sheets statements of Company income and changes in stockholders’ equity and cash flow of Seller and its Subsidiaries on a consolidated basis for the immediately preceding month, and related balance sheet as at of the end of such Fiscal Quarter the immediately preceding month, all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis, and certified as to the related consolidated fairness of presentation by the chief financial officer of Seller, subject, however, to normal year-end audit adjustments; (ii) as soon as available and in any event not later than ninety (90) days after Seller’s fiscal year end, statements of operationsincome, changes in stockholders’ equity and cash flows of Company Seller and its Subsidiaries for such Fiscal Quarter and on a consolidated basis for the period from preceding fiscal year, the beginning related balance sheet as of the then current Fiscal Year to the end of such Fiscal Quarter, year (setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearpreceding fiscal year), all in reasonable detail and certified by the chief financial officer of Company that they fairly presentdetail, prepared in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for accordance with GAAP applied on a consistent basis throughout the periods indicatedinvolved, subject and accompanied by an opinion in form and substance satisfactory to changes resulting from audit Buyer (without a “going concern” or like qualification, commentary or exception and normal year-end adjustments; (ii) Year-End Financial: without any qualification or exception as soon as available and in any event within 90 days after to the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end scope of such Fiscal Year audit) and the related consolidated statements of operationsprepared by an accounting firm reasonably satisfactory to Buyer, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company Seller and satisfactory acceptable to Administrative AgentBuyer, which report shall be un-qualifiedeach stating that said financial statements fairly present in all material respects the financial condition, shall express no doubts about the ability cash flows and results of Company operations of Seller and its Subsidiaries to continue on a consolidated basis as a going concernof the end of, and shall state that for, such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsyear; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) aboverequired in this Section 11(h), (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating executed by Seller’s chief financial officer; (iv) if requested by Buyer, photocopies or electronic copies of all regular or periodic financial and other reports, if any, that Seller, any Subsidiary of Seller or any Guarantor shall file with any Governmental Authority other than the SEC, and also excluding routine tax and corporate or organizational filings; (v) if requested by Buyer, photocopies or electronic copies of any audits completed by any Agency of Seller, any Subsidiary of Seller or any Guarantor, unless its disclosure is prohibited by Requirements of Law or by such Agency; (vi) not less frequently than once every month (and more often if requested by Buyer), a report in form and substance satisfactory to Buyer summarizing the Hedging Arrangements, if any, then in effect with respect to all Mortgage Loans then owned by Buyer and interim serviced by Seller (or a Successor Servicer); and (vii) from time to time, with reasonable detail compliance during promptness, such further information regarding the Mortgage Assets, or the business, operations, properties or financial condition of Seller and at the end of the applicable accounting periods with the restrictions contained in Section 7;any Guarantor as Buyer may reasonably request.

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Borrower will deliver deliver, or cause to Administrative Agent and Lendersbe delivered, to Lender the following: (i) Quarterly Financial: as soon as available practicable and in any event within 45 days after the end of each Fiscal Quartercalendar quarter, the consolidated a balance sheets sheet of Company and its Subsidiaries Borrower as at the end of such Fiscal Quarter period and the related consolidated statements of operationsincome, changes in stockholders’ shareholders' equity and statement of cash flows of Company and its Subsidiaries Borrower for such Fiscal Quarter quarter and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterquarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present, in all material respects, present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicatedof Borrower, subject to changes resulting from audit and normal year-end adjustmentsadjustments as at the end of and for the period covered thereby. The delivery by Borrower to Lender of Borrower's Form 10-Q for such period shall satisfy the requirements of this subdivision (i); (ii) Year-End Financial: as soon as available practicable and in any event within 90 days after the end of each Fiscal Yearfiscal year, the consolidated a balance sheets sheet of Company and its Subsidiaries Borrower as at the end of such Fiscal Year fiscal year and the related consolidated statements of operationsincome, changes in stockholders’ shareholders' equity and statement of cash flows of Company and its Subsidiaries Borrower for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearyear, with all in reasonable detail and certified by the chief accounting officer of Borrower and accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company Borrower and satisfactory to Administrative Agent, Lender which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries Borrower as at the dates indicated and the results of their its operations and their statement of cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The delivery by Borrower to Lender of Borrower's Form 10-K for such period shall satisfy the requirements of this subdivision (ii); (iii) Officer’s and Compliance Certificates: together concurrent with each the delivery of the consolidated applicable financial statements of Company and its Subsidiaries pursuant to subdivisions specified in subdivision (i) and (ii) above, Borrower will deliver to Lender a consolidated balance sheet as of the same dates as the financial statements specified in subdivision (i) and (ii) above, prepared in accordance with GAAP. (iv) together with each delivery of financial statements of Borrower pursuant to subdivisions (i), (ii) and (iii) above, a Compliance Certificate, (a) an Officer’s Certificate of Company stating that the signer has signers of the Compliance Certificate have reviewed the terms of this Agreement and has the Note and have made, or caused to be made under his/her their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries Borrower during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does signers do not have knowledge of the existence as at the date of such Officer’s the Compliance Certificate, of any condition or event that which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company Borrower has taken, is taking and proposes to take with respect thereto and (b) demonstrating in reasonable detail compliance during and at the end of such accounting periods with the restrictions contained in Section 6.7; (v) promptly upon becoming available to Borrower, copies of any press releases issued by Borrower; and (vi) promptly upon any officer of Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection B of Section 7.1, or (c) of the institution of any litigation involving an alleged liability of Borrower equal to or greater than $10 million, or any adverse determination in any litigation involving a potential liability of Borrower equal to or greater than $1 million, or any adverse determination in any litigation which would or could reasonably be expected to have a Material Adverse Effect, or the validity or enforceability of this Agreement or Borrower's ability to perform the Obligations, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action Borrower has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;.

Financial Statements and Other Reports. Company will maintainProvide the following financial information and statements in form acceptable to the Administrative Agent, and cause each of its Subsidiaries to maintain, such additional information as requested by a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Lender or the Administrative Agent and Lendersfrom time to time: (ia) Quarterly Financial: as As soon as available and in any event within 45 available, but not later than ninety (90) days after the end of each Fiscal QuarterYear commencing with the Fiscal Year ending December 31, 2021, provide to the Administrative Agent the audited consolidated balance sheets sheet of Company the BorrowerBorrowers and its Subsidiaries the other Loan Parties as at the end of such Fiscal Quarter of, and the related consolidated statements of operationsincome, changes in stockholders’ equity retained earnings and cash flows of Company and its Subsidiaries for for, such Fiscal Quarter Year, and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for as at the corresponding periods of end of, and for, the previous preceding Fiscal Year, all accompanied by a report and opinion of an Independent Accountant, which report and opinion shall be prepared in reasonable detail accordance with generally accepted auditing standards relating to reporting and certified which report shall contain no qualified or adverse opinion or disclaimer of opinion, together with a certificate signed by an Responsible Officer of the chief BorrowerBorrowers, to the effect that such financial officer statements fairly present the consolidated financial position of Company that they fairly presentthe BorrowerBorrowers, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their its operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments;indicated in conformity with GAAP. (iib) Year-End Financial: as As soon as available available, and in any event within 90 forty five (45) days after the end of each Fiscal YearQuarter commencing with the Fiscal Quarter in which the first Advance is made pursuant hereto, the consolidated unaudited balance sheets sheet of Company and its Subsidiaries the BorrowerBorrowers as at of the end close of such Fiscal Year Quarter and the related consolidated statements of operationsincome, changes in stockholders’ equity retained earnings and cash flows of Company and its Subsidiaries flow for such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, including comparisons of (i) the current period to the corresponding period in the prior year and to the Approved Budget for the current Fiscal Year, setting forth and (ii) the year-to-date to the corresponding period in the prior year and to the Approved Budget for the current Fiscal Year, in each case in comparative form certified by a Responsible Officer of the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue Borrower Representative as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, presenting the consolidated financial position position, results of Company operations and its Subsidiaries cash flow of the BorrowerBorrowers as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity accordance with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) subject to the absence of footnote disclosure and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;normal year-end audit adjustments). (iiic) Officer’s and Compliance Certificates: together with each delivery Within the earlier of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) one Business Day prior to the applicable Payment Date and (ii) abovefour (4) Business Days of the end of each calendar month, commencing with the calendar month in which the first Advance is made pursuant hereto, (ai) an Officer’s Certificate a report of Company stating all Permitted DST Interests Redemptions from the previous month, (ii) a summary of the current cash balances in each Account, (iii) all reports provided by the property manager of each Core Asset Investment in accordance with the applicable property management agreement, (iv) a report of the Required Equity Contributions contributed by any Parent to thea Borrower as of the last day of such previous calendar month, (v) the calculations of the amounts set forth in Sections 10.4(c) and 10.4(d), as applicable and (vi) such additional information as may be requested by Administrative Agent or otherwise agreed to by the parties hereto and (vvii) evidence that the signer has reviewed Loan Parties and each Owned DST (and wholly owned Subsidiary) are in compliance with the terms covenants regarding insurance as set forth in Section 8.8Section 8.8. For the avoidance of this Agreement and has madedoubt, or caused the monthly reports required to be made under his/her supervisiondelivered pursuant to this Section 8.1(c)Section 8.1(c), a review shall be delivered for all twelve calendar months, including for months in reasonable detail which annual reposts and quarterly reports are delivered. (d) Concurrently with delivery of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting periodother information required under clauses (a), (b) and that the signer does not have knowledge (c) above, a Compliance Certificate duly executed by a Responsible Officer of the existence Borrower Representative that, among other things, (i) certifies that no Default or Event of Default is continuing as at of the date of delivery of such Officer’s CertificateCompliance Certificate or, of any condition if a Default or event that constitutes an Event of Default or Potential Event of Defaultis continuing, or, if any such condition or event existed or exists, specifying states the nature and period of existence thereof and what the action Company has taken, is taking and proposes that the Borrower proposesBorrowers propose to take with respect thereto; , (ii) certifies that all filings required under the Security Documents have been made and listing each such filing that has been made since the date of the last certificate delivered in accordance with this Section 8.1(d)Section 8.1(d) and (biii) a certifies that the Loan Parties have delivered all documents they are required to deliver pursuant to any Loan Document on or prior to the date of delivery of such Compliance Certificate demonstrating in reasonable detail compliance during and at Certificate, or have attached such documents to such Compliance Certificate. (e) BorrowerBorrowers shall cause each Owned DST until it is no longer an Owned DST to deliver to Administrative Agent, to the end extent not otherwise provided to the Administrative Agent pursuant to the terms of the applicable accounting periods this Agreement, (i) concurrently with the restrictions contained delivery to such Owned DST’s (or its wholly owned Subsidiary’s) Senior Mortgage Lender, copies of all financial statements, budgets, and other reports delivered by such Owned DST to its Senior Mortgage Lender under the Senior Mortgage Loan Documents and (ii) within two (2) Business Days after the same are sent, notices sent to any Loan Party or Owned DST (or wholly owned Subsidiary) by the Senior Mortgage Lender or any representative or agent thereof pursuant to the Senior Mortgage Loan Documents. (f) BorrowerBorrowers will provide Administrative Agent with read only access to each Borrower’s and each other Loan Party’s and any Owned DST’s (and its wholly owned Subsidiary’s) bank accounts. (g) BorrowerBorrowers shall not make any material change in Section 7;its accounting policies or financial reporting practices without the prior written consent of Administrative Agent.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders:: 100 (i) Company Quarterly FinancialFinancials: (a) as soon as available and in ---------------------------- any event within 45 55 days after the end of each of the first three Fiscal QuarterQuarters of each Fiscal Year, the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity income and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; , and (iib) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Quarter, a summary of such consolidated statements setting forth in comparative form the corresponding figures from the Financial Plan for the current Fiscal Year and a narrative report describing the operations of Company and its Subsidiaries in each case in the form prepared for presentation to the Board of Directors for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter; (ii) Company Year-End Financials: as soon as available and in any --------------------------- event within 100 days after the end of each Fiscal Year, (a) the consolidated balance sheets sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a summary of such consolidated statements setting forth in comparative form the corresponding figures from the Financial Plan for the current Fiscal Year and a narrative report describing the operations of Company and its Subsidiaries in each case in the form prepared for presentation to the Board of Directors for such Fiscal Year, (c) an office performance summary for the Fiscal Year then ended and (d) in the case of such consolidated financial statements, a report thereon of PricewaterhouseCoopers LLP Pricewaterhouse Coopers or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative AgentCompany, which report shall be un-qualifiedunqualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Financial Statements and Other Reports. Company NCFC, NCMC and NCCC will each maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices such as to permit the preparation of financial statements in conformity accordance with GAAP. Company will deliver GAAP and furnish or cause to Administrative Agent and Lendersbe furnished to each Lender: (ia) Quarterly Financial: as soon as available and in any event within 45 thirty (30) days after the end of each Fiscal Quartercalendar month, a copy of the unaudited financial statements of NCFC (on a consolidated balance sheets of Company and its Subsidiaries a consolidating basis) and NCMC as at the end of such Fiscal Quarter month, consisting of at least a balance sheet and the related consolidated statements of operationsincome, changes in stockholders’ shareholders' equity and cash flows flow of Company NCFC and its Subsidiaries NCMC for such Fiscal Quarter month and for the period from the beginning of the then current Fiscal Year fiscal year of NCFC and NCMC to the end of such Fiscal Quartermonth, setting forth in each case in comparative form the figures for the corresponding date or period of the previous fiscal year, all in reasonable detail, and certified by the chief financial officer of NCFC as being complete and correct in all material respects and fairly presenting NCFC's and NCMC's financial condition, results of operations and cash flows, subject to changes resulting from normal year-end adjustments; (b) as soon as available and in any event within ninety (90) days after the end of each fiscal year, financial statements of NCFC (on a consolidated and a consolidating basis) and NCMC, consisting of at least a balance sheet as at the end of such fiscal year and the related statement of income, shareholders' equity and cash flow for such fiscal year of NCFC and NCMC, setting forth in each case in comparative form the corresponding figures as of the end of and for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail detail, accompanied by a report thereon of the accounting firm of KPMG LLC or other independent certified public accountants selected by NCFC and certified by reasonably satisfactory to the chief Agent, which report shall be unqualified and shall state that such financial officer of Company that they statements present fairly present, in all material respects, the financial condition of Company NCFC and its Subsidiaries NCMC as at the dates date indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior fiscal years (except as otherwise disclosed in such financial statementsrequired by GAAP and stated therein) and that the examination by of such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, accompanied by a letter from such accounting firm addressed to the Lenders acknowledging that the Lenders are extending credit in reliance on such statements and authorizing such reliance, and also by any management letters to NCFC and NCMC or their respective board of directors furnished by such accounting firm in connection with its audit of NCFC's and NCMC's consolidated financial statements; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries furnished pursuant to subdivisions Section 4.01(a) for each calendar month: (i) a certificate signed by the chief financial officer of NCFC and (ii) abovea certificate signed by the chief financial officer of NCMC, (a) an Officer’s Certificate of Company each stating that to the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail best of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such respective chief financial statements and that such review has not disclosed the existence during or at the end of such accounting periodofficer's knowledge, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificateafter due inquiry, of any condition or event that constitutes an there exists no Event of Default or Potential Unmatured Event of Default, or, if any such condition Event of Default or event existed or Unmatured Event of Default exists, specifying stating the nature and thereof, the period of existence thereof thereof, and what action Company has taken, is taking and NCFC or NCMC proposes to take with respect thereto; and ; (bii) a Compliance properly completed Compliance/Borrowing Base Certificate demonstrating in reasonable detail compliance during and at as of the end of such month; (iii) a servicing/delinquency report showing with respect to the applicable accounting periods Eligible Servicing Portfolio: the number of Mortgage Notes (including Mortgage Notes backing Mortgage-backed Securities) included therein, the total outstanding principal amount thereof, Investor type, weighted average coupon, delinquency status and foreclosure experience; and (iv) such additional information concerning the Eligible Servicing Portfolio and such selective detail by segments and categories thereof as may from time to time be reasonably requested by any Lender. (d) within five (5) calendar days after the end of each (i) semi- monthly period (for the purposes of this paragraph (d)), with respect to the restrictions contained in Section 7;Agent, and (ii) month, with respect to all the Lenders, an inventory/pipeline position report showing with respect to each Take-Out Commitment: the type, Investor type, expiration date, price, interest rate and/or required yield, the original amount or aggregate amount thereof and the portions thereof that have been utilized and the portions thereof that remain available, future contracts, hedged positions, repurchase agreements and profit and loss, indicating the number of Mortgage Notes owned by the Borrowers, the aggregate principal balance thereof and the warehouse and pipeline balances (for purposes of this clause (d),

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: (a) (i) Quarterly Financial: as soon as available and no later than the date on which such financial statements are filed with the SEC but in any event within no later than 45 days after the end of each Fiscal Quarterof the first three fiscal quarters of each fiscal year, the consolidated balance sheets sheet of Company the Company, its Subsidiaries and its Unrestricted Subsidiaries as at the end of such Fiscal Quarter the first three fiscal quarters of each fiscal year and the related consolidated statements of operationsincome, changes in stockholders’ equity and cash flows of Company the Company, its Subsidiaries and its Unrestricted Subsidiaries for such Fiscal Quarter fiscal quarter and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter, and (ii) promptly when available but in any event no later than 45 days after the end of each of the first three fiscal quarters of each fiscal year, the consolidated balance sheet of the Company and its Subsidiaries as at the end of each fiscal quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, setting forth in each case (under both clauses (i) and (ii) above) in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Yearfiscal year, all in reasonable detail and certified (in the case of both clauses (i) and (ii) above) by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company, its Subsidiaries and its Unrestricted Subsidiaries or the Company and its Subsidiaries Subsidiaries, as the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (iib) Year-End Financial: as soon as available (i) no later than the date on which such financial statements are filed with the SEC and in any event within no later than 90 days after the end of each Fiscal Yearfiscal year, the audited consolidated balance sheets sheet of the Company, its Subsidiaries and its Unrestricted Subsidiaries as at the end of each fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company, its Subsidiaries and its Unrestricted Subsidiaries for such fiscal year, (ii) promptly when available but in any event no later than 90 days after the end of each fiscal year, the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of operationsincome, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case (under both clauses (i) and (ii) above) in comparative form the corresponding figures for the previous Fiscal Yearfiscal year, with all in reasonable detail and certified (in the case of both clauses (i) and (ii) above) by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company and its Subsidiaries as at the end of such fiscal year and the results of their operations and their cash flows for such fiscal year and (iii) in the case of both clauses (i) and (ii) above, a report thereon of PricewaterhouseCoopers LLP or other a firm of independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentthe Company, which report shall be un-qualifiedunqualified as to the scope of audit or as to the going concern status of the Company, shall express no doubts about its Subsidiaries and its Unrestricted Subsidiaries or the ability of Company and its Subsidiaries to continue Subsidiaries, as the case may be (in either case, taken as a going concernwhole), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position condition of the Company, its Subsidiaries and its Unrestricted Subsidiaries or the Company and its Subsidiaries Subsidiaries, as the case may be, as at the dates indicated end of such fiscal year and the results of their operations and their cash flows for the periods indicated such fiscal year in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iiic) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of the Company and its Subsidiaries pursuant to subdivisions (ia) and (iib) above, (a) an Officer’s a Compliance Certificate of the Company (i) stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer applicable Responsible Officer does not have knowledge of the existence existence, as at the date of such Officer’s Compliance Certificate, of any condition or event that constitutes an Event of a Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and proposes to take with respect thereto; and (bii) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the covenants set forth in Section 8.06 and with any specific dollar amounts specified in respect of any restrictions contained in any other provisions of Article VIII (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); and (iii) setting forth any change in the identity of any of the Subsidiaries or Unrestricted Subsidiaries of the Company since the Closing Date (or, if applicable, since the date of the most recent Compliance Certificate delivered to Lenders in accordance with this clause (c)); (d) together with each delivery of consolidated financial statements of the Company and its Subsidiaries pursuant to Section 77.01(b) above, a written statement by the independent certified public accountants giving the report thereon stating whether, in connection with their audit examination, any condition or event that constitutes an Event of Default under Section 8.06 has come to their attention and, if such a condition or event has come to their attention, specifying the nature thereof, except to the extent that the delivery of such statement would be prohibited by professional auditing standards applicable to such matters; (e) promptly after the transmission thereof by the Company or any of its Subsidiaries to the SEC, copies of any filings on Form 10-K, 10-Q, or 8-K and any effective registration statements (and, upon the effectiveness thereof, any material amendments thereto) filed with the SEC (but not any exhibits to any such registration statement or amendment (except as provided below) or any registration statement on Form S-8), and copies of all financial statements, proxy statements, notices and reports that the Company or any of its Subsidiaries actually sends to the holders of any publicly-issued securities of the Company or any of its Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to Lenders pursuant to this Agreement and in each case including, to the extent requested by Administrative Agent, any schedules and exhibits thereto), in each case as so transmitted to the SEC; (f) promptly upon any Responsible Officer of the Company obtaining actual knowledge of any condition or event that constitutes a Default or an Event of Default, a written notice specifying the nature and period of existence of such condition or event, and what action the Company has taken, is taking and proposes to take with respect thereto; (g) promptly upon any Responsible Officer of the Company obtaining actual knowledge of (i) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries (collectively, “Proceedings”) not previously disclosed in writing by the Company to Lenders or any material development in any Proceeding that, in any such case, could reasonably be expected to give rise to a Material Adverse Effect, written notice thereof together with such other information as may be reasonably available to the Company to enable Lenders and their counsel to evaluate such matters; (h) promptly upon any Responsible Officer of the Company obtaining knowledge of the occurrence or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof and what action the Company, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto; promptly upon receipt thereof, copies of any notice received by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates from the Internal Revenue Service, the Department of Labor or the PBGC or from a Multiemployer Plan sponsor concerning any ERISA Event; concurrently with the delivery of such notices to the PBGC, to the extent not otherwise delivered to Administrative Agent under this Agreement, copies of all notices delivered to the PBGC pursuant to Sections 3.3, 3.4 and 4.4 of the Settlement Agreement, effective as of May 14, 1997, between Company and the PBGC; promptly upon execution thereof, copies of all amendments, modifications, waivers or supplements to the PBGC Agreements; (i) as soon as practicable and in any event no later than 60 days after the beginning of each fiscal year, consolidated operating and related budgets for the Company and its Subsidiaries for each fiscal quarter of such fiscal year, in reasonable detail as customarily prepared by management of the Company for its internal use and setting forth an explanation of the principal assumptions on which such budgets are based; (j) promptly upon any Responsible Officer of the Company obtaining knowledge of any one or more of the following environmental matters the existence of which, either individually or when aggregated with all other such matters, would reasonably be expected to result in a Material Adverse Effect, a written notice specifying in reasonable detail the nature thereof: (i) any pending or threatened Environmental Claim against the Company or any of its Subsidiaries or any land, buildings and improvements owned or leased by the Company or any of its Subsidiaries (but excluding all operating fixtures and equipment, whether or not incorporated into improvements) (collectively, “Real Estate”); (ii) any condition or occurrence that (x) results in noncompliance by the Company or any of its Subsidiaries with any applicable Environmental Law or (y) could reasonably be anticipated to form the basis of an Environmental Claim against the Company or any of its Subsidiaries or any Real Estate; (iii) any condition or occurrence on any Real Estate that could reasonably be anticipated to cause such Real Estate to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Estate under any Environmental Law; or (iv) the taking of any removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any Real Estate; (k) promptly upon any Responsible Officer of the Company obtaining actual knowledge thereof, written notice of: (i) any announcement by Xxxxx’x or S&P of any change in a Debt Rating; (ii) any change in accounting policies or financial reporting practices by the Company or any Subsidiary that has a material impact on the consolidated financial statements of the Company and its Subsidiaries; (iii) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (A) breach or non-performance of, or any default under, a Contractual Obligation of the Company or any Subsidiary; or (B) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; and (l) with reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries as from time to time may be reasonably requested by the Administrative Agent on its own behalf or on behalf of Required Lenders. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred to therein and stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to this Section shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.01(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Company shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or BAS will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to any Borrower or its securities) (each, a “Public Lender”). Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, BAS, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and BAS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Financial Statements and Other Reports. Company Borrower will maintain, and cause each of its Subsidiaries and each other Loan Party to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAPGAAP (it being understood that monthly financial statements are not required to have footnote disclosures). Company Borrower will deliver each of the financial statements and other reports described below to Administrative Agent (and Lenders:each Lender in the case of the financial statements and other reports described in subsections (A), (B), (C), (E), (F), (I), (J) and (K)). (iA) Monthly/Quarterly Financial: as Financials. As soon as available and in any event within 45 thirty (30) days after the end of each Fiscal Quartermonth (including the last month of Borrower's fiscal year), Borrower will deliver (1) the consolidated and consolidating balance sheets of Company First Tier Holdings and its Subsidiaries Subsidiaries, as at the end of such Fiscal Quarter month, and the related consolidated and consolidating statements of operationsincome, changes in stockholders’ ' equity and cash flows of Company and its Subsidiaries flow for such Fiscal Quarter month and for the period from the beginning of the then current Fiscal Year fiscal year of Borrower to the end of such Fiscal Quartermonth (it being understood that consolidating financial statements are only required to be delivered within thirty (30) days after the end of each calendar quarter), setting forth in each case in comparative form the corresponding figures for the corresponding periods (2) a schedule of the previous Fiscal Year, all outstanding Indebtedness for borrowed money of First Tier Holdings and its Subsidiaries (other than the Obligations) describing in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated each such debt issue or loan outstanding and the results principal amount and amount of their operations accrued and their cash flows unpaid interest with respect to each such debt issue or loan and (3) a "Hillman Performance Report" (in the form provided to Agent prior to Cxxxxxx Date) for the periods indicated, subject to changes resulting from audit and normal year-end adjustments;for which financial statements are being delivered. (iiB) Year-End Financial: as Financials. As soon as available and in any event within 90 ninety (90) days after the end of each Fiscal Yearfiscal year of Borrower, Borrower will deliver (1) the consolidated balance sheets sheet of Company First Tier Holdings and its Subsidiaries as at the end of such Fiscal Year year, and the related consolidated statements statement of operationsincome, changes in stockholders’ ' equity and cash flows flow for such fiscal year, (2) a schedule of Company the outstanding Indebtedness for borrowed money of First Tier Holdings and its Subsidiaries for (other than the Obligations) describing in reasonable detail each such Fiscal Year, setting forth in debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each case in comparative form the corresponding figures for the previous Fiscal Year, with such debt issue or loan and (3) a report thereon with respect to the consolidated financial statements from a firm of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing Certified Public Accountants selected by Company Borrower and satisfactory reasonably acceptable to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made prepared in accordance with generally accepted auditing standards; Statement of Auditing Standards No. 58 (iiithe "Statement") Officer’s entitled "Reports on Audited Financial Statements" and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions such report shall be "Unqualified" (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review as such term is defined in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;Statement).

Financial Statements and Other Reports. Company The Borrower will maintain, and cause each of its Subsidiaries to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAPGAAP applied on a consistent basis. Company The Borrower will deliver to Administrative the Agent and Lendersthe Banks: (i) Quarterly Financial: as soon as available practicable and in any event within 45 sixty (60) days after the end of each Fiscal Quarterof the first three fiscal quarters in each fiscal year of the Borrower, a copy of the consolidated Borrower's Quarterly Report on Form 10-Q which includes the Consolidated balance sheets sheet of Company and its Subsidiaries the Borrower as at the end of such Fiscal Quarter period and the related consolidated Consolidated statements of operations, changes in stockholders’ equity income and cash flows retained earnings of Company and its Subsidiaries the Borrower for such Fiscal Quarter fiscal quarter and the related statement of cash flow for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year; (ii) as soon as practicable and in any event within one hundred (100) days after the end of each fiscal year of the Borrower, a copy of the Borrower's Annual Report on Form 10-K and Annual Report to Stockholders which include (a) the Consolidated balance sheet of the Borrower as at the end of such fiscal year and the related Consolidated statements of income, retained earnings and cash flow of the Borrower for such fiscal year, setting forth in comparative form the corresponding figures from the audited financial statements from the previous Fiscal Year, all and (b) in reasonable detail and the case of such Consolidated financial statements, accompanied by a report thereon of an independent certified public accountant of recognized national standing selected by the chief Borrower, which report shall be unqualified as to going concern and scope of audit and shall state that such Consolidated financial officer of Company that they statements present fairly present, in all material respects, the financial condition position of Company the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated their financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated Consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company the Borrower and its Subsidiaries pursuant to subdivisions subsections (i) and (ii) above, (a) an Officer’s Certificate a Compliance Certificate, substantially in the form of Company stating that the signer has reviewed the terms of this Agreement EXHIBIT IV annexed hereto and has made, or caused to be made under his/her supervision, a review demonstrating in reasonable detail of compliance by the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or Borrower at the end of such accounting periodperiods with the restrictions contained in Sections 6.1 through 6.6, inclusive, and calculating the Consolidated Funded Indebtedness to Consolidated EBITDA Ratio and, if not specified in the financial statements delivered pursuant to subdivision (i) or (ii) above, as the case may be, specifying the aggregate amount of interest paid or accrued by the Borrower and its Subsidiaries, and the aggregate amount of depreciation, depletion and amortization charged on the books of the Borrower and its Subsidiaries during such accounting period and, with respect to the Compliance Certificate delivered together with the financial statements pursuant to subsection (ii) above, which will confirm that the signer does not independent certified public accountants who have knowledge reported on the Borrower's Consolidated financial statements have reviewed the financial matters covered by the Compliance Certificate; (iv) promptly upon their becoming available, copies of (a) all reports, notices and proxy statements sent or made available generally by any of the existence as at Borrower and its Subsidiaries to their security holders, (b) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any of the date Borrower and its Subsidiaries with any securities exchange or with the SEC or any governmental orregulatory authority and (c) all press releases and other statements regarding management or financial matters made available generally by any of such Officer’s Certificate, the Borrower and its Subsidiaries to the public concerning material developments in the business of the Borrower; (v) promptly upon any officer of the Borrower obtaining knowledge (a) that a condition or event has occurred and is continuing that constitutes an Event of Default or Potential Event of Default, oror becoming aware that any Bank or the Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, if (b) that any such condition Person has given any notice to the Borrower or any of its Subsidiaries or taken any other action with respect to a claimed default or event existed or existscondition of the type referred to in Section 7.4, or (c) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, an Officers' Certificate specifying the nature and period of existence thereof of such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and ; (vi) promptly upon any officer of the Borrower obtaining knowledge of (a) the institution of, or nonfrivolous threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Banks, or (b) a Compliance Certificate demonstrating any material development in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained any such action, suit, proceeding, governmental investigation or arbitration, that, in Section 7;either case:

Financial Statements and Other Reports. Company Borrowers will maintain, and cause each of its their respective Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Borrowers will deliver to Administrative Agent and Lenders:(and, promptly after receipt thereof, Administrative Agent will deliver a copy to each Lender): (i) Quarterly FinancialBi-weekly Operating and Variance Report and Monthly Compliance Report: as soon as available and in any event within 45 days after no later than the end 5th and the 20th day of each Fiscal Quartermonth commencing with April 20, 2002, for the consolidated balance sheets half-month most recently ended (from the first through the 15th or the 16th through the last day of Company each month), a report in form satisfactory to Administrative Agent (a) reflecting the actual cash receipts and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows disbursements of Company and its Subsidiaries for such Fiscal Quarter each week ending in the preceding half month period (and cumulatively for the period elapsed portion of the Budget Period) with respect to each line item described in the 13-Week Cash Forecast and the percentage and dollar variance of such amounts from the beginning projected amounts therefor set forth in the 13-Week Cash Forecast for each such week, (b) containing, in the case of reports delivered with respect to a month's end, a Project-by-Project update on operational and legal developments which could reasonably be expected to be materially adverse in relation to such Project, (c) demonstrating in reasonable detail compliance during each such week with the then current Fiscal Year to restrictions contained in subsection 7.6 (it being understood that whether Company and its Subsidiaries are in compliance with subsection 7.6 at any month's end shall be determined, for any week during which such month's end occurs, on the basis of cash expenditures made through the end of such Fiscal Quarterweek), setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified (d) accompanied by an Officer's Certificate from the chief financial officer of Company certifying (1) that they fairly presentsuch report accurately presents, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity receipts and cash flows expenditures of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii2) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement subsection 7.6 and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements report in reasonable detail and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s 's Certificate, of any condition or event that constituted or constitutes an Event a breach of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7subsection 7.6;

Financial Statements and Other Reports. Company Taylor Madison will maintain, and cause each of its Subsidiaries to maintain, ------------------------------------------ maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company Taylor Madison will deliver to Administrative Agent each Purchaser and Lenders:to any Transferee (in each case, so long as it continues to hold a Debenture): (ia) Quarterly Financial: as soon as available practicable, but in any event within 30 days after the end of each month in each Fiscal Year of Taylor Madison and its Subsidiaries, if any, unaudited monthly consolidated and consolidating financial statements of Taylor Madison for such month prepared in accordance with GAAP, and setting forth, in comparative form, the Consolidated figures for the comparable corresponding month of the previous Fiscal Year together with a certification by the principal financial or accounting officer of Taylor Madison that the information contained in such financial statements fairly presents the financial condition of Taylor Madison as of the date thereof (subject to year-end adjustments); (b) as soon as practicable and in any event within 45 days after the end of (i) each of the first three Fiscal Quarters in each Fiscal QuarterYear, the consolidated balance sheets of Company and its Subsidiaries Taylor Madison as at the end of such Fiscal Quarter period and for the year-to-date and the related consolidated and consolidating statements of operations, changes in stockholders’ equity income and cash flows of Company Taylor Madison and its Subsidiaries Subsidiaries, if any, for such Fiscal Quarter and for the year-to-date and setting forth, in comparative form, the Consolidated figures for the comparable corresponding Fiscal Quarter of the previous Fiscal Year; and (ii) the first three Fiscal Quarters in each Fiscal Year, and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, a comparison setting forth in each case in comparative form the corresponding figures from the budgeted or projected figures set forth in the Projections described in Section 8.1(g) below for the corresponding periods of the previous Fiscal Yearsuch period, all in reasonable detail and certified -------------- being prepared in accordance with GAAP, together with a certification by the chief financial or accounting officer of Company Taylor Madison that they the information contained in such financial statements fairly present, in all material respects, presents the financial condition position of Company Taylor Madison and its Subsidiaries as at of the dates indicated and the results of their operations and their cash flows for the periods indicated, date thereof (subject to changes resulting from audit and normal year-end adjustments;). (iic) Year-End Financial: as soon as available and in any event within 90 120 days after the end of each Fiscal Year, the a copy of unaudited financial statements for such year for Taylor Madison and its Subsidiaries, if any, including therein a consolidated balance sheets sheet of Company Taylor Madison and its Subsidiaries Subsidiaries, if any, as at of the end of such Fiscal Year Year, a consolidated statement of income and the related a consolidated statements statement of operations, changes in stockholders’ equity and cash flows of Company Taylor Madison and its Subsidiaries for such Fiscal Year, setting forth in each case (i) in comparative form the corresponding figures for the previous preceding Fiscal Year, and (ii) in comparative form the corresponding projected figures for such Fiscal Year as set forth in the Projections covering such Fiscal Year previously delivered to Purchasers, all in reasonable detail and being prepared in accordance with GAAP, together with a report thereon certification by the chief financial or accounting officer of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about Taylor Madison that the ability of Company and its Subsidiaries to continue as a going concern, and shall state that information contained in such consolidated financial statements fairly present, in all material respects, presents the consolidated financial position of Company Taylor Madison and its Subsidiaries as at of the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years date thereof (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;subject to year-end adjustments). (iiid) Officer’s and Compliance Certificatespromptly, but in no event later than 5 business days, upon any officer of Taylor Madison obtaining actual knowledge, written notice: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Default or that any holder of a Debenture has given any notice or taken any other action with respect to a claimed Default or Event of DefaultDefault under this Agreement, or, if (ii) of any Person that has given any notice to such condition Taylor Madison or taken any other action with respect to a claimed default or event existed or existscondition of the type referred to in Section 8.1(b) which could reasonably be expected to have a --------------- Material Adverse Effect, specifying or (iii) any pending or threatened condemnation proceedings by any Governmental Authority affecting any Properties or Assets of such Taylor Madison, the nature condemnation of which reasonably could be expected to have a Material Adverse Effect; (e) as soon as they are available, but in any event within 60 days prior to the beginning of each Fiscal Year, Projections for such Fiscal Year. Such Projections shall be in form and period substance consistent with Parent's past practices and shall be certified by the chief financial or accounting officer of existence thereof Parent as being such officer's good faith estimate of the financial performance of Parent and what action Company has takenits Subsidiaries during such period; and (f) with reasonable promptness, is taking such other information and proposes to take data with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at to any Taylor Madison as from time to time may be reasonably requested by the end Purchasers, including information regarding the business, assets, financial condition, income or prospects of the applicable accounting periods with the restrictions contained in Section 7;such Taylor Madison.

Financial Statements and Other Reports. Company will maintain, and cause each of its Subsidiaries Deliver to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to the Administrative Agent (for prompt further distribution to each Lender) and Lendersto Ankura: (i) Quarterly Financial: as soon as available and in any event within 45 ninety (90) days after the end of each Fiscal Quarterfiscal year of Holdings, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by any management letter prepared by said accountants. Notwithstanding the foregoing, in the event that the Borrower delivers an annual report on Form 10-K of Holdings for such fiscal year the Borrower will be deemed to have delivered the financial statements required by this Section 6.01(i) on the date of such filing; (ii) within fifty-five (55) days after the end of each fiscal quarter of Holdings (or, with respect to the fiscal quarter ended March 31, 2020, no later than June 29, 2020), its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of the Responsible Officers of the Borrower as presenting fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, in the event that the Borrower delivers a quarterly report on Form 10-Q of Holdings for such fiscal quarter, the Borrower will be deemed to have delivered the financial statements required by this Section 6.01(ii) on the date of such filing; (iii) within thirty (30) days (or, with respect to the fiscal month ended May 2020, forty-five (45) days) after the end of each fiscal month (beginning with the fiscal month ending May 31, 2020), the consolidated balance sheets sheet of Company the Holdings and its consolidated Subsidiaries as at of the end of such Fiscal Quarter fiscal month and the related consolidated statements of operations, changes in stockholders’ equity operations and cash flows of Company Holdings and its consolidated Subsidiaries for such Fiscal Quarter fiscal month (in the case of such statements of operations) and for the period from the beginning of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal fiscal year-end adjustments; (iv) no later than by 11:00 p.m. (New York City time) on each fourth Wednesday after the Petition Date (or, to the extent such Wednesday is not a Business Day, the next Business Day thereafter), a Budget covering the 13-week period beginning on the first Business Day of the week in which it is delivered. Each Budget delivered after the Closing Date shall be subject to the consent of the Required DIP Lender Group and no such Budget shall be effective as the Approved Budget until so approved; provided, that in the event the Required DIP Lender Group, on the one hand, and the Loan Parties, on the other hand, cannot agree as to an updated, modified or supplemented Budget, such disagreement shall give rise to an Event of Default once the full 13-week period covered by the Approved Budget has terminated; provided, further that Administrative Agent and the Lenders (i) may assume that the Loan Parties will comply with the Approved Budget, (ii) Yearshall have no duty to monitor such compliance, (iii) shall not be obligated to pay (directly or indirectly from the Collateral) any unpaid expenses incurred or authorized to be incurred pursuant to any Approved Budget; provided that none of the foregoing shall limit the payment of professional fees that benefit from the Carve-End Financial: Out, as soon as available and when allowed by the Bankruptcy Court at any time (whether by interim order, procedural order or otherwise), (iv) the line items in the Approved Budget for payment of interest, expenses and other amounts to the Administrative Agent and the Lenders shall be estimates only, and the Loan Parties remain obligated to pay any and all Loan Obligations in accordance with the terms of the Loan Documents and the applicable Order regardless of whether such amounts exceed such estimates, and (v) nothing in any event within 90 days Approved Budget shall constitute an amendment or other modification of any Loan Document; (v) concurrently with any delivery of financial statements under Section 6.01(i) hereof, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); (vi) no later than the first Wednesday after the end Closing Date and each Wednesday thereafter (or, to the extent such Wednesday is not a Business Day, the next Business Day thereafter), (x) a 13-week cash flow forecast for the Debtors prepared in a manner consistent with the Budget and otherwise in form and substance satisfactory to, the Required DIP Lender Group, accompanied by, in each case, a weekly comparison to actual reporting, comparing the Debtors’ actual receipts and disbursements for the prior calendar week with the projected receipts and disbursements for such prior calendar week, including a report from the Debtors identifying and addressing any variance of actual performance to projected performance for the prior calendar week and (y) an certificate of a Responsible Officer of the Borrower reporting Liquidity as of the last Business Day of the immediately preceding week; (vii) no later than the second Wednesday after the Closing Date and each Fiscal Yearsecond Wednesday thereafter (or, to the extent such Wednesday is not a Business Day, the next Business Day thereafter), a 13-week cash flow forecast for the Subsidiaries of the Borrower organized under the laws of the Netherlands and Portugal on a consolidated basis for each country, prepared in a manner consistent with the Budget and otherwise in form and substance satisfactory to, the Required DIP Lender Group, accompanied by, in each case, a biweekly comparison to actual reporting, comparing the Netherland and Portugal Subsidiaries’ actual receipts and disbursements for the prior two (2) calendar weeks with the projected receipts and disbursements for such prior two (2) calendar weeks, including a report from the Loan Parties identifying and addressing any variance of actual performance to projected performance for the prior two (2) calendar weeks; (viii) no later than the second Wednesday after the Closing Date and each second Wednesday thereafter (or, to the extent such Wednesday is not a Business Day, the next Business Day thereafter), a 13-week cash flow forecast for the Subsidiaries of the Borrower organized under the laws of Mexico (the “Mexican Subsidiaries”) on a consolidated basis, prepared in a manner consistent with the Budget and otherwise in form and substance satisfactory to, the Required DIP Lender Group, accompanied by, in each case, a biweekly comparison to actual reporting, comparing the Mexican Subsidiaries’ actual receipts and disbursements for the prior two (2) calendar weeks with the projected receipts and disbursements for such prior two (2) calendar weeks, including a report from the Loan Parties identifying and addressing any variance of actual performance to projected performance for the prior two (2) calendar weeks; (ix) no later than the second Business Day after the Closing Date and each Business Day thereafter, a sales flash report that includes sales detail by channel for the Debtors (with respect to the Business Day ended two (2) Business Days prior to such delivery date (as of close of business on such day)) and on weekly basis on each Wednesday by channel and geography for the Debtors and their Subsidiaries, in form and substance reasonably acceptable to the Required DIP Lender Group, together with a comparison of the actual results to the Debtors’ most recent Budget; (x) no later than the first Business Day after the Closing Date and each Business Day thereafter, a liquidity report showing Liquidity as of close of business on the prior Business Day, in form and substance reasonably acceptable to the Required DIP Lender Group; and (xi) no later than June 26, 2020 (or such later date as agreed to by the Required DIP Lender Group), projected financial statements of Holdings and its consolidated Subsidiaries for the 2020 and 2021 fiscal years (including, without limitation, the consolidated balance sheets sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Year consolidated Subsidiaries, and the related consolidated statements of operations, changes in stockholders’ equity income or operations and cash flows of Company and its Subsidiaries for each such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agentfiscal year), which report projected financial statements shall be un-qualified, shall express no doubts about reflect the ability Debtors’ cost reduction initiatives anticipated to occur during the pendency of Company and its Subsidiaries to continue as a going concernthe Cases, and shall state that such consolidated financial statements fairly present, otherwise be in all material respects, form and substance reasonably acceptable to the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;Required DIP Lender Group.