Common use of Financial Statements and Reports Clause in Contracts

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and (ii) as soon as practicable after the end of each fiscal quarter of the Company, and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent of the Company. The Investor may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such information.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant Furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Banks: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 90 days after the end of each fiscal year Fiscal Year of the CompanyBorrower, the annual audit report of the Borrower and its Subsidiaries prepared on a consolidating and consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, changes in financial position and stockholders' equity, and a consolidated balance sheet as at the end of such Fiscal Year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized standing selected by the Borrower and acceptable to the Bank, together with any management letters, management reports or other supplementary comments or reports to the Borrower or its board of directors furnished by such accountants and the Borrower's report filed with the Securities and Exchange Commission on Form 10K. (b) As soon as available and in any event within one hundred twenty 45 days after the end of each Fiscal Year, an annual budget for the next Fiscal Year, including anticipated expenditures and cash flows and other information reasonably requested by the Agent. (120c) As soon as available and in any event within 45 days thereafterafter the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited financial statement of the Borrower and its subsidiaries prepared in the same manner as the audit report referred to in Section 8.1(a), signed by the Borrower's chief financial officer, consisting of at least consolidated statements of income, cash flow, changes in financial position and stockholders' equity for the Borrower and the Subsidiaries for such Fiscal Quarter and for the period from the beginning of such Fiscal Year to the end of such Fiscal Quarter, and a consolidated balance sheet of the Company Borrower as at the end of such Fiscal Quarter and its subsidiariesthe Borrower's report filed with the Securities and Exchange Commission on Form 10Q. (d) Together with the financial statements furnished by the Borrower under Sections 8.1(a) and 8.1(c), a Compliance Certificate signed by the chief financial officer of the Borrower stating that as at the date of each such financial statement there did not exist any Default or Event of Default or, if anysuch Default or Event of Default existed, specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto. (e) Within 30 days after the end of each month, a Borrowing Base Certificate as of the end of such year month. (f) Immediately upon becoming aware of any Default or Event of Default, a notice describing the nature thereof and consolidated what action the Borrower proposes to take with respect thereto. (g) Immediately upon becoming aware of the occurrence, with respect to any Plan, of any Reportable Event (other than a Reportable Event for which the reporting requirements have been waived by PBGC regulations) or any "prohibited transaction" (as defined in Section 4975 of the Code), a notice specifying the nature thereof and what action the Borrower proposes to take with respect thereto, and, when received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (h) Promptly upon the mailing or filing thereof, copies of all financial statements, reports and proxy statements mailed to the Borrower's shareholders, and copies of incomeall registration statements, stockholders’ equity periodic reports and cash flows for other documents filed with the Securities and Exchange Commission (or any successor thereto) or any national securities exchange. (i) Immediately upon becoming aware of the occurrence thereof, notice of the institution of any litigation, arbitration or governmental proceeding, or the rendering of a judgment or decision in such yearlitigation or proceeding, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles is material to the Borrower and audited by an accounting firm of national standingits Subsidiaries as a consolidated enterprise, and the steps being taken by the Person(s) affected by such proceeding. (j) Immediately upon becoming aware of the occurrence thereof, notice of any violation as to any environmental matter by the Borrower or any Subsidiary and of the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Borrower or any Subsidiary which are material to the operations of the Borrower or such Subsidiary, or (ii) as soon as practicable after which will or threatens to impose a material liability on the end of each fiscal quarter Borrower or such Subsidiary to any Person or which will require a material expenditure by the Borrower or such Subsidiary to cure any alleged problem or violation. (k) From time to time, such other information regarding the business, operation and financial condition of the Company, Borrower and in the Subsidiaries as any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent of the Company. The Investor Bank may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationreasonably request.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the The Company shall deliver to such Investors, (i) as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and ; (ii) as soon as practicable after the end of each fiscal quarter of the Company, and in any event within sixty forty-five (6045) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles; and (iii) as soon as practicable after the end of the month, and in any event within thirty (30) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such month and consolidated statements of income, stockholders’ equity and cash flows for such month, which month-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the The Company to be proprietary will further provide to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent holders of the Company. The Investor may disclose Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock holdimnt at least three hundred thousand (300,000) Shares such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long monthly and quarterly reports as such partner or representative is advised of the confidentiality provisions of this Section 5.1 holders shall reasonably require, to include revenue, cash, burn rate waterfall charts and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationquarterly updates.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant Furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Bank: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 90 days after the end of each fiscal year of the CompanyBorrower, the annual financial statements of the Borrower prepared in conformity with GAAP, consisting of at least statements of income, cash flow and shareholder’s equity for such year, and a balance sheet as at the end of such year, all in reasonable detail and audited by independent certified public accountants of recognized standing selected by the Borrower and acceptable to the Bank and containing the unqualified opinion of such accountants. (b) As soon as available and in any event within one hundred twenty (120) 30 days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and (ii) as soon as practicable after the end of each fiscal quarter month, a copy of the Companycompany-prepared financial statements of the Borrower prepared in the same manner as the financial statements referred to in Section 8.1 (a), signed by the Borrower’s Chief Financial Officer, consisting of at least statements of income, cash flow and shareholder’s equity for such month, and a balance sheet as at the end of such month. (c) As soon as available and in any event within sixty (60) 30 days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of after the end of such quarter each month, a Borrowing Base Certificate, signed by the Borrower’s Chief Financial Officer. (d) As soon as available and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, any event within thirty (30) 30 days prior to the start of each fiscal year of the Borrower, company-prepared financial projections, budgets and forecasts for the Borrower for such fiscal year, based on reasonable assumptions, in form and substance acceptable to the Bank. (e) As soon as available and in any event within 30 days after the end of each fiscal yearquarter, a budget Compliance Certificate signed by the Borrower’s Chief Financial Officer. (f) Promptly upon becoming aware of the occurrence, with respect to any Plan, of any Reportable Event (other than a Reportable Event for which the reporting requirements have been waived by PBGC regulations) or any “prohibited transaction” (as defined in Section 4975 of the Code), a notice specifying the nature thereof and business plan for what action the next fiscal yearBorrower proposes to take with respect thereto, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, when received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (g) Promptly upon becoming aware of the occurrence thereof, notice of any violation as soon as prepared, to any other budgets or revised budgets prepared environmental matter by the Company. Each Investor agrees that Borrower and of the commencement of any information obtained judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could reasonably be expected to result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Investor pursuant Borrower which are material to this Section 5 the operations of the Borrower, or (ii) which is identified will or threatens to impose a material liability on the Borrower to any Person or which will require a material expenditure by the Company Borrower to be proprietary cure any alleged problem or violation. (h) From time to time, such other information regarding the Company or otherwise confidential will notbusiness, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent operation and financial condition of the Company. The Investor Borrower as the Bank may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationreasonably request.

Financial Statements and Reports. The Company will maintain true books Borrower shall promptly furnish to the Subordinated Agent from time to time upon request such information regarding the business and records affairs and financial condition of account in which full the Borrower and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedSubsidiaries as the Subordinated Agent may request, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. As long as an Investor furnish to the Subordinated Agent: (together with any persons it controls, is controlled by or is under common control witha) or a transferee permitted under Section 2 hereof holds not less than one million Within ninety (1,000,00090) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable days after the end of each fiscal year Fiscal Year of the Company, and in any event within one hundred twenty (120) days thereafterBorrower, a consolidated balance sheet copy of the Company and its subsidiaries, if any, form 10-K (including all financial statements contained therein) filed by the Borrower as of the end of and for such Fiscal Year then ended, together with a Consolidated Balance Sheet, audited by independent public accountants selected by the Borrower and satisfactory to the Subordinated Agent together with statements of profit and loss, cash flow and reconciliation of surplus of the Borrower and its Subsidiaries for such year and consolidated statements an unaudited Consolidating Balance Sheet as at the close of income, stockholders’ equity and cash flows for such year, which yearFiscal Year; (b) Within forty-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and five (ii45) as soon as practicable days after the end of each fiscal quarter Fiscal Quarter of the CompanyBorrower, and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet a copy of the Company and its subsidiaries, if any, form 10-Q (including all financial statements contained therein) filed by the Borrower as of the end of and for such quarter Fiscal Quarter then ended, together with a Consolidated Balance Sheet and consolidated Consolidating Balance Sheet as at the end of such period and statements of incomeprofit and loss, stockholders’ equity cash flow and cash flows for such quartersurplus of the Borrower and its Subsidiaries, which quarter-end certified by an authorized financial reports shall be in reasonable detail, prepared in accordance with generally accepted or accounting principles. The Company will further deliver to such Investor, within officer of the Borrower; (c) Within thirty (30) days prior to after the end of each fiscal yearmonth, a budget Consolidated Balance Sheet as at the end of such period and business plan for statements of profit and loss, cash flow and surplus of the next fiscal year, prepared on a monthly basis, including a balance sheet Borrower and statement of operations its Subsidiaries for such months andperiod, as certified by an authorized financial or accounting officer of the Borrower; (d) As soon as preparedavailable, any other budgets one copy of each (if any) financial statement, report, notice or revised budgets prepared proxy statement sent by the Company. Each Investor agrees that any information obtained Borrower to its stockholders or other security holders generally, one copy of each (if any) regular, periodic or special report (including, without limitation, reports on forms 10-K, 10-Q and 8-K), registration statement or prospectus filed by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of Borrower with any national securities exchange or associationthe Securities and Exchange Commission or any successor agency and one copy of each press release or other statement made by the Borrower to the public containing material developments relating to its business, be disclosed without operations or prospects; and (e) from time to time, such further information regarding the prior written consent business affairs and financial condition of the CompanyBorrower and/or any subsidiary thereof as the Subordinated Agent may reasonably request, including without limitation (i) the accountant's management practice letter and (ii) annual cash flow projections in form satisfactory to the Subordinated Agent. The Investor may disclose All such proprietary or confidential information information, reports, and Financial Statements referred to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 shall be in such detail as the Subordinated Agent may reasonably request and agrees shall be prepared in writing to be bound to a manner consistent with the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationrequirements set forth above and in Section 1.2.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant Furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Administrative Agent: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable after the end of each fiscal year of the Company, available and in any event within one hundred twenty ninety (12090) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and (ii) as soon as practicable after the end of each fiscal quarter of the Company, and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to the end of each fiscal year, a budget copy of the audited, consolidated and business plan consolidating financial statements of the Borrower and its consolidated Subsidiaries prepared in conformity with GAAP consisting of an audited, consolidated balance sheet as of the close of such fiscal year and related consolidated and consolidating statements of operations and retained earnings and cash flow for the next such fiscal year, reviewed by an independent accounting firm reasonably acceptable to Administrative Agent, together with (i) a certificate of such independent accounting firm stating that in the regular audit of the business of the Borrower and such Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default or an Event of Default has occurred and is continuing or, if in the opinion of such accounting firm, a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof, and (ii) a certificate of the chief financial officer (or person performing similar functions) of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken or proposes to be taken with respect thereto. (b) As soon as available and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited, consolidated and consolidating financial statements of the Borrower and its consolidated Subsidiaries prepared on in conformity with GAAP (except for the omission of footnotes and variations from GAAP which in the aggregate are not material) consisting of a monthly basis, including a consolidated and consolidating balance sheet as of the close of such fiscal quarter and statement related consolidated and consolidating statements of operations and retained earnings and cash flow for such months and, as soon as prepared, any other budgets or revised budgets prepared by fiscal quarter and from the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary beginning of such fiscal year to the Company or otherwise confidential will notend of such fiscal quarter, unless such Investor shall otherwise be required in form and substance satisfactory to Administrative Agent and accompanied by law or the rules of any national securities exchange or association, be disclosed without the prior written consent a certificate of the Company. The Investor may disclose chief financial officer (or person performing similar functions) of the Borrower stating that such proprietary or confidential information to any partner or representative financial statements present fairly in all material respects the financial condition and results of Investor operations of the Borrower and its consolidated subsidiaries for the purpose of evaluating its investment in the Company periods as long as to which such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such information.financial statements relate;

Financial Statements and Reports. The Company Borrower, Symbion and the Guarantor will maintain true books furnish the Bank: (a) As soon as available and records in any event within 30 days after the close of account each calendar month (except for the end of each fiscal quarter) in which full each Fiscal Year of Borrower or Guarantor (as applicable): (i) income statements of the Borrower for such monthly period; (ii) balance sheets of the Borrower as of the end of such monthly period; (iii) consolidated income statements of the Guarantor for such monthly period; and correct entries will be made (iv) consolidated balance sheets of the Guarantor as of the end of such monthly period; - all its business transactions pursuant in reasonable detail, subject to a system year-end audit adjustments and certified by the president or principal financial officer of accounting established and administered the Borrower or Guarantor, as applicable, to have been prepared in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all except for any inconsistencies explained in such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. certificate; (b) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable after the end of each fiscal year of the Company, available and in any event within one hundred twenty 45 days after the close of each fiscal quarter (120except for the fourth (4th) days thereafter, a consolidated balance sheet quarter of each Fiscal Year) in each Fiscal Year of Borrower or Guarantor (as applicable): (i) statements of cash flows of the Company and its subsidiaries, if any, Borrower for such quarterly year-to-date period; (ii) income statements of the Borrower for such quarterly period; (iii) balance sheets of the Borrower as of the end of such year quarterly period; (iv) consolidated and consolidated consolidating statements of income, stockholders’ equity and cash flows of the Guarantor for such year, which quarterly year-to-date period; (v) consolidated and consolidating income statements of the Guarantor for such quarterly period; (vi) consolidated and consolidating balance sheets of the Guarantor as of the end financial reports shall be of such quarterly period - all in reasonable detail, subject to year-end audit adjustments and certified by the president or principal financial officer of the Borrower or Guarantor (as applicable) to have been prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standingconsistently applied, and except for any inconsistencies explained in such certificate; (iic) as As soon as practicable after the end of each fiscal quarter of the Company, available and in any event within sixty 120 days after the close of each Fiscal Year of Borrower or Guarantor (60as applicable): (i) days thereafter, an unaudited, consolidated balance sheet statements of cash flows of the Company and its subsidiaries, if any, Borrower for such Fiscal Year; (ii) income statements of the Borrower for such Fiscal Year; (iii) balance sheets of the Borrower as of the end of such quarter and Fiscal Year; (iv) consolidated statements of income, stockholders’ equity and cash flows of the Guarantor for such quarter, which quarter-Fiscal Year; (v) consolidated income statements of the Guarantor for such Fiscal Year; and (vi) balance sheets of the Guarantor as of the end financial reports shall be of such Fiscal Year - all in reasonable detail, including all supporting schedules, notes and comments; the statements and balance sheets of Guarantor shall be audited by independent certified public accountants selected by the Guarantor and acceptable to the Bank, and audited by such accountants to have been prepared in accordance with generally accepted accounting principlesprinciples consistently applied, except for any inconsistencies explained in such certificate. The Company will further deliver to such InvestorIn addition, within thirty 120 days after the close of such Fiscal Year, the Borrower shall provide to Bank its written statement that it has no knowledge of any Event of Default, or disclosing all Events of Default of which it has obtained knowledge. Bank shall have the right, from time to time, to discuss such financial statements and related business issues directly with such accountants; (30d) Contemporaneously with each quarterly and Fiscal Year-end financial report required by the foregoing paragraphs (b) and (c), a certificate of the president or chief financial officer of the Borrower and Guarantor (as applicable) stating that: (i) such officer has individually reviewed the provisions of this Agreement; (ii) a review of the activities of the Borrower and the Guarantor during such year or quarter-annual period, as the case may be, has been made by such officer or under such officer's supervision, with a view to determining whether the Borrower and the Guarantor have fulfilled their respective obligations under this Agreement; and (iii) to the best of such officers' knowledge, the Borrower and the Guarantor have observed and performed each undertaking contained in this Agreement and is not in default in the observance or performance of any of the provisions hereof or, if the Borrower or the Guarantor shall be so in default, specifying all such defaults and events of which such officer may have knowledge. Such certificate shall further set forth the calculations of the financial ratios and covenants set forth in Paragraph 6.15, including, without limitation, any antecedent calculations and the source of any information that was used in such calculations; (e) Immediately upon receipt of the same by Borrower or the Guarantor, copies of all management letters and any other reports which are submitted to the Borrower or the Guarantor by its independent accountants in connection with any annual or interim audit of the Records of the Borrower or the Guarantor by such accountants; (f) On or before April 30 of each year, a proforma budget (including both projected maintenance Capital Expenditures and other Capital Expenditures) for such Fiscal Year, in form reasonably satisfactory to the Bank; (g) From time to time such additional information regarding the financial condition or business of the Borrower and or the Guarantor as the Bank may reasonably request; and (h) As soon as available and in any event within 45 days prior to after the close of each calendar month (i) consolidated income statements of Symbion for such monthly period; and (ii) unaudited consolidated balance sheets of Symbion as of the end of each fiscal such monthly period; - all in reasonable detail, subject to year, a budget -end audit adjustments and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared certified by the Company. Each Investor agrees that president or principal financial officer of Symbion to have been prepared in accordance with generally accepted accounting principles consistently applied, except for any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless inconsistencies explained in such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent of the Company. The Investor may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationcertificate.

Financial Statements and Reports. The Company Borrowers’ Agent will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Banks: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 120 days after the end of each fiscal year of the CompanyBorrowers, the (i) consolidated financial statements of the Borrowers consisting of at least statements of income, cash flow and changes in stockholders’ equity, and a balance sheet as at the end of such year, and (ii) financial statements of WFB consisting of at least statements of income, cash flow and changes in stockholders’ equity, and a balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by Deloitte and Touche or other independent certified public accountants of recognized national standing selected by the Borrowers and acceptable to the Agent, together with any management letters, management reports or other supplementary comments or reports to the Borrowers or its board of directors furnished by such accountants. (b) As soon as available and in any event within one hundred twenty (120) 45 days thereafterafter the end of each quarter, unaudited consolidated statements of income and cash flow for the Borrowers for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, and a consolidated balance sheet of the Company and its subsidiaries, if any, Borrowers as of at the end of such year and consolidated statements of incomequarter, stockholders’ equity and cash flows setting forth in comparative form figures for such the corresponding period for the preceding fiscal year, which year-end accompanied by a certificate signed by the chief financial reports shall be in reasonable detail, officer of the Borrowers’ Agent stating that such financial statements present fairly the financial condition of the Borrowers and that the same have been prepared in accordance with generally accepted accounting principles GAAP (except for the absence of footnotes and audited by an accounting firm of national standing, and subject to year-end audit adjustments as to the interim statements). (iic) as As soon as practicable and in any event within 45 days after the end of each fiscal quarter quarter, a Compliance Certificate in the form attached hereto as Exhibit B signed by the chief financial officer of the CompanyBorrowers’ Agent demonstrating in reasonable detail compliance (or noncompliance, as the case may be) with Section 6.15, Section 6.16, Section 6.17, and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if anySection 6.18, as of at the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to stating that as at the end of each fiscal yearsuch quarter (except where such Sections require compliance at other times) there did not exist any Default or Event of Default or, if such Default or Event of Default existed, specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto. (d) Immediately upon any officer of any Borrower becoming aware of any Default or Event of Default, a budget notice from the Borrowers’ Agent describing the nature thereof and business plan for what action such Borrower proposes to take with respect thereto. (e) Immediately upon any officer of any Borrower becoming aware of the next fiscal yearoccurrence, prepared on with respect to any Plan, of any Reportable Event or any Prohibited Transaction, a monthly basisnotice from the Borrowers’ Agent specifying the nature thereof and what action such Borrower proposes to take with respect thereto, including a balance sheet and statement of operations for such months and, as soon as preparedwhen received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (f) Immediately upon any officer of any Borrower becoming aware of any matter that has resulted or is reasonably likely to result in a Material Adverse Occurrence, a notice from the Borrowers’ Agent describing the nature thereof and what action the Borrowers prepare to take with respect thereto. (g) Promptly upon the mailing or filing thereof, copies of all financial statements, reports and proxy statements mailed to shareholders of any Borrower, and copies of all registration statements, periodic reports and other budgets documents filed with the Securities and Exchange Commission (or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company successor thereto) or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or associationexchange. (h) From time to time, be disclosed without such other information regarding the prior written consent business, operation and financial condition of the Company. The Investor Borrowers and the Subsidiaries as any Bank may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationreasonably request.

Financial Statements and Reports. The Company will maintain true books Borrower shall promptly furnish to the Subordinated Agent from time to time upon request such information regarding the business and records affairs and financial condition of account in which full the Borrower and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedSubsidiaries as the Subordinated Agent may request, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. As long as an Investor furnish to the Subordinated Agent: (together with any persons it controls, is controlled by or is under common control witha) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) Annual Audited Financial Statements - as soon as practicable after the end of each fiscal year of the Companyavailable, and in any event within one hundred twenty ninety (12090) days thereafterafter the close of each fiscal year, a the annual audited Financial Statements (consolidated balance sheet and consolidating) of the Company and its subsidiariesBorrower, if anycertified, as without any qualification or limit of the end scope of the examination of matters relevant to the Financial Statements, by KPMG Peat Marwick, L.L.P., any nationally recognized public accounting firm or any other accounting firm approved by the Subordinated Agent, such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be in reasonable detail, consolidating schedules being prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and Exhibit 5.1(a). (iib) Quarterly Financial Statements - as soon as practicable after the end of each fiscal quarter of the Companyavailable, and in any event within sixty forty-five (6045) days thereafterafter the last day of each calendar quarter (except the last calendar quarter in any fiscal year), an unaudited, the quarterly unaudited Financial Statements (consolidated balance sheet and consolidating) of the Company Borrower and its subsidiariesSubsidiaries. (c) Monthly Financial Statements - as soon as available, if anyand in any event within forty-five (45) days after the last day of each calendar month (except the last calendar month in any fiscal year), the monthly unaudited Financial Statements (consolidated and consolidating) of the Borrower. (d) Budgets - as soon as available and in any event on or before the last Business Day of each November, the detailed income statements and capital budgets for the coming calendar year as of the end date of the budget approved by the Board of Director's of Borrower for the Borrower and its Subsidiaries, such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, budget being prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty Exhibit 5.1(d). (30e) days prior to Field Office - promptly following the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent request of the Company. The Investor may disclose such proprietary Subordinated Agent, the income statements for each field office of Borrower or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised Subsidiary. (f) Additional Information - promptly upon request of the confidentiality provisions of Subordinated Agent from time to time any additional financial information or other information that the Subordinated Agent may reasonably request. All such information, reports, and Financial Statements referred to in this Section 5.1 shall be in such detail as the Subordinated Agent may reasonably request and agrees shall be prepared in writing to be bound to a manner consistent with the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationrequirements set forth above and in Section 1.2.

Financial Statements and Reports. The Company Borrower will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Lender: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 120 days after the end of each fiscal year of the CompanyBorrower, the consolidated and consolidating financial statements of the Borrower and their consolidated Subsidiaries consisting of at least statements of income, cash flow and changes in the members’ equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by Xxxx Xxxxxx, LLP, or another independent certified public accountants of recognized national standing selected by the Borrower and reasonably acceptable to the Lender, together with any management letters, management reports or other supplementary comments or reports to the Borrower’s board of director furnished by such accountants. (b) As soon as available and in any event within one hundred twenty (120) 5 days thereafterafter the Borrower’s quarterly filing with the Securities and Exchange Commission, unaudited consolidated statements of income, cash flow and changes in the members’ equity for the Borrower and their consolidated Subsidiaries for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, and a consolidated balance sheet of the Company and its subsidiaries, if any, Borrower as of at the end of such year and consolidated statements of incomequarter, stockholders’ equity and cash flows setting forth in comparative form figures for such the corresponding period for the preceding fiscal year, which year-end accompanied by a certificate signed by an officer of the Borrower stating that such financial reports shall be in reasonable detail, statements present fairly the financial condition of the Borrower and that the same have been prepared in accordance with generally accepted accounting principles GAAP (except for the absence of footnotes and audited by an accounting firm of national standing, and subject to year-end audit adjustments as to the interim statements). (iic) as As soon as practicable and in any event within 45 days after the end of each fiscal quarter Fiscal Quarter, a Compliance Certificate in the form attached hereto as Exhibit D signed by an officer of the CompanyBorrower demonstrating in reasonable detail compliance (or noncompliance, as the case may be) with Section 6.11(h), Section 6.15, Section 6.16 and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if anySection 6.17, as of the end of such quarter and consolidated statements stating that as at the end of incomesuch quarter there did not exist any Default or Event of Default or, stockholders’ equity if such Default or Event of Default existed, specifying the nature and cash flows for period of existence thereof and what action the Borrower propose to take with respect thereto. (d) As soon as practicable and in any event within 30 days after the end of each month, a Borrowing Base Certificate signed by an officer of Borrower, reporting the Borrowing Base as of the last day of such quartermonth. (e) As soon as practicable and in any event not more than 60 days after the end of any fiscal year, which quarter-end financial reports shall be annual budgets and forecasts of operations, all in reasonable detaildetail and reasonably satisfactory in scope to the Lender. (f) As soon as practicable and in any event not more than 60 days after the end of any fiscal year, prepared in accordance with generally accepted accounting principlesan annual capital expenditure budget. The Company Borrower will further deliver also furnish a revised budget if increases of more than 20% over the original capital expenditures budget are approved by the board of directors. (g) With respect to such InvestorCrystech, annual financial statements within thirty (30) 120 days prior to after and as of the end of each fiscal yearyear substantially in the form of (a) above, and quarterly financial statements within 60 days after as of the end of each Fiscal Quarter in the form of (b) above. (h) Immediately upon any officer of the Borrower becoming aware of any Default or Event of Default, a budget written notice from the Borrower describing the nature thereof and business plan for what action Borrower propose to take with respect thereto. (i) Immediately upon any officer of the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules Borrower becoming aware of any national securities exchange or associationmatter resulting in expenditures exceeding $7,500,000, be disclosed without a written notice from the prior written consent Borrower describing the nature thereof and what action Borrower propose to take with respect thereto. (j) Immediately upon any officer of the Company. The Investor may disclose Borrower becoming aware of (i) the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting a Borrower or any property of such proprietary Person, or confidential information to any partner or representative of Investor for which a Borrower is a party (other than litigation where the purpose of evaluating its investment in insurance insures against the Company as long as such partner or representative is advised damages claimed and the insurer has assumed defense of the confidentiality provisions of this Section 5.1 litigation without reservation) and agrees in writing which an adverse determination or result could reasonably be expected to be bound to the terms hereofconstitute a Material Adverse Occurrence; or (ii) any adverse development which occurs in any litigation, executes a similar confidentiality agreement arbitration or is otherwise bound governmental investigation or proceeding previously disclosed by a duty Borrower which, if determined adversely to a Borrower, could reasonably be expected to result in expenditures exceeding $7,500,000, a written notice from the Borrower describing the nature and status thereof and what action the Borrower propose to take with respect thereto. (k) From time to time, such other information regarding the business, operation and financial condition of confidentiality not to disclose such informationthe Borrower as any Lender may reasonably request.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all Furnish to the -------------------------------- Administrative Bank with sufficient copies for each Bank to receive its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. own copy thereof: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 120 days after the end of each fiscal year of the CompanyBorrower, the annual audit report of Worldwide (which may be included in Worldwide's 10K Reports described below), prepared in conformity with GAAP, consisting of at least consolidated statements of operations and retained earnings and cash flows, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized standing selected by the Borrower and acceptable to the Required Banks together with the related unaudited consolidating statements. The Administrative Bank and the Banks agree that Xxxxxx Xxxxxxxx LLP are acceptable independent certified public accountants. (b) As soon as available and in any event within one hundred twenty (120) 45 days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and (ii) as soon as practicable after the end of each fiscal quarter of each fiscal year, a copy of the Companyunaudited consolidated financial statements of Worldwide (which may be included in Worldwide's 10Q Reports described below), prepared in conformity with GAAP (except for the omission of footnotes and prior period comparative data required by GAAP and for variations from GAAP which in the aggregate are not material) consisting of a consolidated balance sheet as of the close of such fiscal quarter and related consolidated statements of operations and retained earnings and cash flow for such fiscal quarter and from the beginning of such fiscal year to the end of such fiscal quarter and comparative figures for the corresponding portion of the preceding fiscal year together with the related unaudited consolidating statements. (c) As soon as available, and in any event within sixty (60) 45 days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of after the end of such each quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to the end of each fiscal year, a budget compliance certificate (the "Compliance Certificate") in the form of Exhibit D attached hereto signed --------- by the Borrower's chief financial officer. (d) As soon as available and business plan for in any event within 10 days after the next filing thereof, a copy of Worldwide's 10K Report (or any successor report) filed with the SEC. (e) As soon as available and in any event within 10 days after the filing thereof (but in no event later than 55 days after the end of each of the first three (3) fiscal yearquarters of each fiscal year of Worldwide), prepared on a monthly basiscopy of Worldwide's 10Q Report (or any successor report) filed with the SEC. (f) As soon as available and in any event within 30 days after the filing thereof, including a balance sheet copy of any other report not described above (other than Form 4) which is filed by Worldwide or any of its Subsidiaries with the SEC. (g) Immediately upon becoming aware of any Default or Event of Default, a notice describing the nature thereof and statement what action the Borrower proposes to take with respect thereto. (h) Immediately upon becoming aware of operations for such months the occurrence, with respect to any Plan, of any Reportable Event or any "prohibited transaction" (as defined in Section 4975 of the Code), a notice specifying the nature thereof and what action the Borrower proposes to take with respect thereto, and, as soon as preparedwhen received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (i) Immediately upon becoming aware of the occurrence thereof, notice of the institution of any litigation, arbitration or governmental proceeding against Worldwide, any of its Restricted Subsidiaries or any of such Person's property which, if determined adversely to such Person, could constitute an Adverse Event, or the rendering of a judgment or decision in such litigation or proceeding which constitutes an Adverse Event, and the steps being taken by such Person with respect thereto. (j) Immediately upon becoming aware of the occurrence thereof, notice of any violation as to any environmental matter by Worldwide or any of its Restricted Subsidiaries and of the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters: (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other budgets or revised budgets prepared permits held by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 such Person which is identified by the Company to be proprietary are material to the Company operations of such Person; or otherwise confidential (ii) which will notor threatens to impose a material liability on any such Person to any other Person or which will require a material expenditure by any such Person to cure any alleged problem or violation. (k) From time to time, unless such Investor shall otherwise be required by law other information regarding the business, operation and financial condition of the Borrower as the Administrative Bank or the rules of any national securities exchange or association, be disclosed without the prior written consent of the Company. The Investor Required Banks may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationreasonably request.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant Furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Bank: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 90 days after the end of each fiscal year of the CompanyBorrower, the annual audit report of the Borrower and its Subsidiaries prepared on a consolidating and consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, changes in financial position and stockholders' equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized standing selected by the Borrower and acceptable to the Bank, together with any management letters, management reports or other supplementary comments or reports to the Borrower or its board of directors furnished by such accountants. (b) Together with the audited financial statements required under Section 8.1(a), a statement by the accounting firm performing such audit stating that it has reviewed this Agreement and that in performing its examination nothing came to its attention that caused it to believe that any Default or Event of Default exists, or, if such Default or Event of Default exists, describing its nature. (c) As soon as available and in any event within one hundred twenty (120) 45 days thereafterafter the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited financial statement of the Borrower and its subsidiaries prepared in the same manner as the audit report referred to in Section 8.1(a), signed by the Borrower's chief financial officer, consisting of at least consolidated statements of income, cash flow, changes in financial position and stockholders' equity for the Borrower and the Subsidiaries for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, and a consolidated balance sheet of the Company and its subsidiaries, if any, Borrower as of at the end of such year quarter. (d) Together with the financial statements furnished by the Borrower under Sections 8.1(a) and consolidated statements 8.1(c), a Compliance Certificate signed by the chief financial officer of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be the Borrower demonstrating in reasonable detaildetail compliance (or noncompliance, prepared as the case may be) with each of the financial ratios and restrictions contained in accordance Article IX and stating that as at the date of each such financial statement there did not exist any Default or Event of Default or, if such Default or Event of Default existed, specifying the nature and period of existence thereof and what action the Borrower proposes to take with generally accepted accounting principles and audited by an accounting firm of national standing, and respect thereto. (iie) as soon as practicable Within 15 days after the end of each fiscal quarter of the Company, and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to the end of each fiscal yearcalendar month, a budget and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules Borrowing Base Certificate. (f) Immediately upon becoming aware of any national securities exchange Default or associationEvent of Default, be disclosed without a notice describing the prior written consent of nature thereof and what action the Company. The Investor may disclose such proprietary or confidential information Borrower proposes to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationtake with respect thereto.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant Furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Bank: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 90 days after the end of each fiscal year of the CompanyBorrower, a company- prepared annual audit report of the Borrower and its Subsidiaries prepared on a consolidating and consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, changes in financial position and stockholders' equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized standing selected by the Borrower and acceptable to the Bank, together with any management letters, management reports or other supplementary comments or reports to the Borrower or its board of directors furnished by such accountants. (b) Together with the audited financial statements required under Section 5.1(a), a separate schedule containing the details of the consolidating financial statements used to prepare such company-prepared financial statements. (c) As soon as available and in any event within one hundred twenty (120) 30 days thereafterafter the end of each month, a copy of the company-prepared consolidated and consolidating financial statement of the Borrower and its subsidiaries, signed by the Borrower's chief financial officer, consisting of statements of income for the Borrower and the Subsidiaries for such month and for the period from the beginning of such fiscal year to the end of such period, and a consolidating and consolidated balance sheet of the Company and its subsidiaries, if any, Borrower as of at the end of such year and consolidated statements of incomeperiod. In addition, stockholders’ equity and cash flows for such year, which year-end financial reports Borrower shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and (ii) as soon as practicable provide to Bank within 30 days after the end of each fiscal quarter statements of cash flow for (i) such fiscal quarter and (ii) the Company, and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet period beginning at the beginning of the Company and its subsidiaries, if any, as of Borrower's fiscal year through the end of such quarter quarter. (d) Together with the financial statements furnished by the Borrower under Sections 5.1(a) and consolidated statements 5.1(c), a Compliance Certificate signed by the chief financial officer of incomethe Borrower in the form of Exhibit H attached hereto and incorporated herein by this reference, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be demonstrating in reasonable detaildetail compliance (or noncompliance, prepared as the case may be) with each of the financial ratios and restrictions contained in accordance Article VI and stating that as at the date of each such financial statement there did not exist any Default or Event of Default or, if such Default or Event of Default existed, specifying the nature and period of existence thereof and what action the Borrower proposes to take with generally accepted accounting principles. The Company will further deliver respect thereto. (e) Immediately upon becoming aware of any Default or Event of Default, a notice describing the nature thereof and what action the Borrower proposes to such Investortake with respect thereto. (f) Immediately upon becoming aware of the occurrence, within thirty with respect to any Plan, of any Reportable Event (30other than a Reportable Event for which the reporting requirements have been waived by PBGC regulations) days prior or any "prohibited transaction" (as defined in Section 4975 of the Code), a notice specifying the nature thereof and what action the Borrower proposes to take with respect thereto, and, when received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (g) Promptly upon the mailing or filing thereof, copies of all financial statements, reports and proxy statements mailed to the end Borrower's shareholders, and copies of each fiscal yearall registration statements, a budget periodic reports (Quarterly Reports on Form 10-Q and business plan for Annual Reports on Form 10-K) and other documents filed with the next fiscal year, prepared on a monthly basis, including a balance sheet Securities and statement of operations for such months and, as soon as prepared, Exchange Commission (or any other budgets successor thereto) or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange exchange. (h) If requested by Bank, on a quarterly basis during the term of this Agreement, (i) a detailed aging of Borrower's accounts receivable and (ii) a summary aging, by vendor, of Borrower's accounts payable (i) on a quarterly basis during the term of this Agreement, the amount of open Foreign Accounts Receivable that are not supported by credit insurance or association, be disclosed without the prior written consent letters of credit. (j) Immediately upon becoming aware of the Company. The Investor may disclose occurrence thereof, notice of the institution of any litigation, arbitration or governmental proceeding, or the rendering of a judgment or decision in such proprietary litigation or confidential information proceeding, which could cause or have a Material Adverse Effect, and the steps being taken by the Person(s) affected by such proceeding. (k) Immediately upon becoming aware of the occurrence thereof, notice of any violation as to any partner environmental matter by the Borrower or representative any Subsidiary and of Investor for the purpose commencement of evaluating its investment any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the Company as long as such partner revocation of or representative is advised have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Borrower or any Subsidiary which are material to the operations of the confidentiality provisions Borrower or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Borrower or such Subsidiary to any Person or which will require a material expenditure by the Borrower or such Subsidiary to cure any alleged problem or violation. (l) From time to time, such other information regarding the business, operation and financial condition of this Section 5.1 the Borrower and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationSubsidiaries as the Bank may reasonably request.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant Furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Bank: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 90 days after the end of each fiscal year of the CompanyBorrower, the consolidated annual report of the Borrower and its Subsidiaries, prepared and audited by a certified public accounting firm in conformity with GAAP, consisting of at least statements of income, cash flow and members’ equity for such year, and a balance sheet as at the end of such year, all in reasonable detail as required by Bank. (b) As soon as available and in any event within one hundred twenty (120) 45 days thereafterafter the end of each fiscal quarter, a copy of the company-prepared consolidated financial statements of the Borrower and its Subsidiaries prepared in the same manner as the financial statements referred to in Section 8.1(a), signed by the Borrower’s Chief Financial Officer, consisting of at least statements of income, cash flow and members’ equity for such fiscal quarter, and a balance sheet of the Company and its subsidiaries, if any, as of at the end of such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and fiscal quarter. (iic) as As soon as practicable available and in any event within 45 days after the end of each fiscal quarter a Compliance Certificate signed by the Borrower’s Chief Financial Officer, and such other supporting documentation as may be requested by Bank to support the information contained in the Compliance Certificate. (d) While any portion of the CompanyRevolving Credit Facility remains outstanding, as soon as available and in any event within sixty (60) 30 days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to after the end of each fiscal yearcalendar month a Borrowing Base Certificate signed by the Borrower’s Chief Financial Officer, a budget and business plan for such other supporting documentation as may be requested by Bank to support the next fiscal year, prepared on a monthly basis, including a balance sheet and statement information contained in the Borrowing Base Certificate. (e) While any portion of operations for such months andthe Revolving Credit Facility remains outstanding, as soon as preparedavailable and in any event within 30 days after the end of each calendar month, a detailed accounts receivable aging report in form and substance acceptable to Bank. (f) Promptly upon becoming aware of the occurrence, with respect to any Plan, of any Reportable Event (other budgets than a Reportable Event for which the reporting requirements have been waived by PBGC regulations) or revised budgets prepared by any “prohibited transaction” (as defined in Section 4975 of the Company. Each Investor agrees Code), a notice specifying the nature thereof and what action the Borrower proposes to take with respect thereto, and, when received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (g) Promptly upon becoming aware of the occurrence thereof, notice of the commencement of any judicial or administrative proceeding (i) related to permits or licenses that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary are material to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent operations of the Company. The Investor may disclose such proprietary Borrower in which an adverse determination or confidential information result could reasonably be expected to result in the revocation of or have a material adverse effect on the permits or licenses, or (ii) which reasonably alleges a material liability on the Borrower to any partner or representative of Investor for Person and an adverse determination could have an Adverse Effect. (h) From time to time, such other information regarding the purpose of evaluating its investment in Collateral and the Company as long as such partner or representative is advised business, operation and financial condition of the confidentiality provisions of this Section 5.1 Borrower and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationother Credit Parties as the Bank may reasonably request.

Financial Statements and Reports. The Company Borrower, Symbion and the Guarantor will maintain true books furnish the Bank: (a) As soon as available and records in any event within 30 days after the close of account each calendar month (except for the end of each fiscal quarter) in which full each Fiscal Year of Borrower or Guarantor (as applicable): (i) income statements of the Borrower for such monthly period; (ii) balance sheets of the Borrower as of the end of such monthly period; (iii) consolidated income statements of the Guarantor for such monthly period; and correct entries will be made (iv) consolidated balance sheets of the Guarantor as of the end of such monthly period; all its business transactions pursuant in reasonable detail, subject to a system year-end audit adjustments and certified by the president or principal financial officer of accounting established and administered the Borrower or Guarantor, as applicable, to have been prepared in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all except for any inconsistencies explained in such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. certificate; (b) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable after the end of each fiscal year of the Company, available and in any event within one hundred twenty 45 days after the close of each fiscal quarter (120except for the fourth (4th) days thereafter, a consolidated balance sheet quarter of each Fiscal Year) in each Fiscal Year of Borrower or Guarantor (as applicable): (i) statements of cash flows of the Company and its subsidiaries, if any, Borrower for such quarterly year-to-date period; (ii) income statements of the Borrower for such quarterly period; (iii) balance sheets of the Borrower as of the end of such year quarterly period; (iv) consolidated and consolidated consolidating statements of income, stockholders’ equity and cash flows of the Guarantor for such year, which quarterly year-to-date period; (v) consolidated and consolidating income statements of the Guarantor for such quarterly period; (vi) consolidated and consolidating balance sheets of the Guarantor as of the end financial reports shall be of such quarterly period - all in reasonable detail, subject to year-end audit adjustments and certified by the president or principal financial officer of the Borrower or Guarantor (as applicable) to have been prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standingconsistently applied, and except for any inconsistencies explained in such certificate; (iic) as As soon as practicable after the end of each fiscal quarter of the Company, available and in any event within sixty 120 days after the close of each Fiscal Year of Borrower or Guarantor (60as applicable): (i) days thereafter, an unaudited, consolidated balance sheet statements of cash flows of the Company and its subsidiaries, if any, Borrower for such Fiscal Year; (ii) income statements of the Borrower for such Fiscal Year; (iii) balance sheets of the Borrower as of the end of such quarter and Fiscal Year; (iv) consolidated statements of income, stockholders’ equity and cash flows of the Guarantor for such quarter, which quarter-Fiscal Year; (v) consolidated income statements of the Guarantor for such Fiscal Year; and (vi) balance sheets of the Guarantor as of the end financial reports shall be of such Fiscal Year - all in reasonable detail, including all supporting schedules, notes and comments; the statements and balance sheets of Guarantor shall be audited by independent certified public accountants selected by the Guarantor and acceptable to the Bank, and audited by such accountants to have been prepared in accordance with generally accepted accounting principlesprinciples consistently applied, except for any inconsistencies explained in such certificate. The Company will further deliver to such InvestorIn addition, within thirty 120 days after the close of such Fiscal Year, the Borrower shall provide to Bank its written statement that it has no knowledge of any Event of Default, or disclosing all Events of Default of which it has obtained knowledge. Bank shall have the right, from time to time, to discuss such financial statements and related business issues directly with such accountants; (30d) Contemporaneously with each quarterly and Fiscal Year-end financial report required by the foregoing paragraphs (b) and (c), a certificate of the president or chief financial officer of the Borrower and Guarantor (as applicable) stating that: (i) such officer has individually reviewed the provisions of this Agreement; (ii) a review of the activities of the Borrower and the Guarantor during such year or quarter-annual period, as the case may be, has been made by such officer or under such officer's supervision, with a view to determining whether the Borrower and the Guarantor have fulfilled their respective obligations under this Agreement; and (iii) to the best of such officers' knowledge, the Borrower and the Guarantor have observed and performed each undertaking contained in this Agreement and is not in default in the observance or performance of any of the provisions hereof or, if the Borrower or the Guarantor shall be so in default, specifying all such defaults and events of which such officer may have knowledge. Such certificate shall further set forth the calculations of the financial ratios and covenants set forth in Paragraph 6.15, including, without limitation, any antecedent calculations and the source of any information that was used in such calculations; (e) Immediately upon receipt of the same by Borrower or the Guarantor, copies of all management letters and any other reports which are submitted to the Borrower or the Guarantor by its independent accountants in connection with any annual or interim audit of the Records of the Borrower or the Guarantor by such accountants; (f) On or before April 30 of each year, a proforma budget (including both projected maintenance Capital Expenditures and other Capital Expenditures) for such Fiscal Year, in form reasonably satisfactory to the Bank; (g) From time to time such additional information regarding the financial condition or business of the Borrower and or the Guarantor as the Bank may reasonably request; and (h) As soon as available and in any event within 45 days prior to after the close of each calendar month (i) consolidated income statements of Symbion for such monthly period; and (ii) unaudited consolidated balance sheets of Symbion as of the end of each fiscal yearsuch monthly period; all in reasonable detail, a budget subject to year end audit adjustments and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared certified by the Company. Each Investor agrees that president or principal financial officer of Symbion to have been prepared in accordance with generally accepted accounting principles consistently applied, except for any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless inconsistencies explained in such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent of the Company. The Investor may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationcertificate.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant Furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. Bank: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 120 days after the end of each fiscal year of the CompanyBorrower, the consolidated annual audit reports of the Borrower (and its Subsidiaries) and SMI prepared on a consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, changes in financial position and stockholders' equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Bank, together with any management letters, management reports or other supplementary comments or reports to the Borrower or its board of directors furnished by such accountants, and a statement by the accounting firm performing such audit stating that it has reviewed this Agreement and that in performing its examination nothing came to its attention that caused it to believe that any Default or Event of Default exists, or, if such Default or Event of Default exists, describing its nature. (b) As soon as available and in any event within one hundred twenty (120) 120 days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and (ii) as soon as practicable after the end of each fiscal quarter year of Borrower, the Companyunaudited annual financial statements of SIC prepared in conformity with SAP and the unaudited annual financial statements of SREI prepared in conformity with GAAP, each certified by the Borrower's chief financial officer or controller, consisting of at least statements of income, cash flow, changes in financial position and stockholders' equity, and a balance sheet as at the end of such year setting forth in each case in comparative form corresponding figures from the previous annual financial statements. (c) As soon as available and in any event within sixty (60) 45 days thereafter, an unaudited, consolidated balance sheet after the end of each of the Company first three fiscal quarters of each fiscal year of Borrower, the unaudited financial statements of SIC prepared in conformity with SAP and its subsidiariesthe unaudited financial statements of SMI and SREI prepared in conformity with GAAP (except for the absence of footnotes and subject to year-end audit adjustments), if anyeach certified by the Borrower's chief financial officer or controller, as consisting of at least statements of income, cash flow, changes in financial position and stockholders' equity for such quarter and for the period from the beginning of such fiscal year to the end of such quarter quarter, and consolidated statements a balance sheet as at the end of income, stockholders’ equity and cash flows for such quarter. (d) Together with the financial statements furnished by the Borrower under Sections 8.1(a) and 8.1(c), which quarter-end a Compliance Certificate in substantially the form of Exhibit C signed by the chief financial reports shall be officer or controller of the Borrower. (e) As soon as available and in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, any event within thirty (30) 45 days prior to after the end of each fiscal yearquarter, Borrower's internal Monthly Investment Division Report describing investments and returns on investments made by Borrower and its Subsidiaries, as such report may be amended or modified from time to time, signed by Borrower's chief financial officer or controller. (f) Immediately upon an Executive Officer of Borrower becoming aware thereof, notice of any change in SIC's Claims Paying Ability Rating. (g) Immediately upon an Executive Officer of Borrower becoming aware of any Default or Event of Default, a budget notice describing the nature thereof and business plan for what action the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant Borrower proposes to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent of the Company. The Investor may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationtake with respect thereto.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant Furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Banks: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 120 days after the end of each fiscal year of the CompanyBorrower, the annual audit report of the Borrower and its Subsidiaries prepared on a consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, changes in stockholders' equity, and a consolidated balance sheet as of the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by Coopers and Xxxxxxx, or other independent certified public accountants of recognized standing selected by the Borrower and acceptable to the Agent. (b) As soon as available and in any event within one hundred twenty (120) 45 days thereafterafter the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited financial statement of the Borrower and its subsidiaries prepared in the same manner as the audit report referred to in SECTION 8.1(a), signed by the Borrower's chief financial officer, consisting of at least consolidated statements of income, and cash flow for the Borrower and the Subsidiaries for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, and a consolidated balance sheet of the Company and its subsidiaries, if any, Borrower as of the end of such year quarter. (c) Together with the financial statements furnished by the Borrower under SECTIONS 8.1(a) and consolidated 8.1(b), a Compliance Certificate. (d) promptly upon their distribution, copies of all financial statements, reports and proxy statements which the Borrower shall have sent to its stockholders. (e) promptly after the sending or filing thereof, copies of income, stockholders’ equity all regular and cash flows for such year, which year-end periodic financial reports which the Borrower shall be file with the Securities and Exchange Commission or any national securities exchange, including the Borrower's quarterly 10-Q statements and annual 10-K statements. (f) immediately after the commencement thereof, notice in reasonable detailwriting of any and all litigation and of all proceedings before any governmental or regulatory agency affecting the Borrower or any Subsidiary of the type described in SECTION 7.6 or which seek a monetary recovery against the Borrower in excess of $250,000. (g) as promptly as practicable (but in any event not later than five (5) Business Days) after an officer of the Borrower obtains knowledge of the occurrence of any event which constitutes an Event of Default, prepared in accordance notice of such occurrence, together with generally accepted accounting principles and audited a detailed statement by an accounting firm a responsible officer of national standing, and the Borrower of the steps being taken by the Borrower to cure the effect of such event. (iih) as soon as practicable after the end of each fiscal quarter of the Company, possible and in any event within sixty (60) 30 days thereafterafter the Borrower knows that a Reportable Event with respect to any Plan has occurred, an unaudited, consolidated balance sheet the statement of the Company chief financial officer of the Borrower setting forth details as to such Reportable Event and its subsidiariesthe action, if any, as which the Borrower proposes to take with respect thereto, together with a copy of the end notice of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior Reportable Event to the end of each fiscal year, a budget and business plan for PBGC if such notice is required to be furnished to the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, PBGC. (i) as soon as preparedpossible, any other budgets or revised budgets prepared notice of any default received by the Company. Each Investor agrees that Borrower or any information obtained Subsidiary in the repayment of any indebtedness for borrowed money owed by any of them the outstanding principal amount of which exceeds $250,000. (j) Immediately upon becoming aware of the occurrence thereof, notice of the institution of any litigation, arbitration or governmental proceeding which could result in an Adverse Event, or the rendering of a judgment or decision in such litigation or proceeding, and the steps being taken by the Investor pursuant Person(s) affected by such proceeding. (k) Immediately upon becoming aware of the occurrence thereof, notice of any violation as to this Section 5 which is identified any environmental matter by the Company Borrower or any Subsidiary and of the commencement of any judicial or administrative proceeding relating to be proprietary health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Borrower or any Subsidiary which are material to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent operations of the Company. The Investor may disclose Borrower or such proprietary Subsidiary, or confidential information (ii) which will or threatens to impose a material liability on the Borrower or such Subsidiary to any partner Person or representative of Investor for which will require a material expenditure by the purpose of evaluating its investment in Borrower or such Subsidiary to cure any alleged problem or violation. (l) From time to time, such other information regarding the Company as long as such partner or representative is advised business, operation and financial condition of the confidentiality provisions of this Section 5.1 Borrower and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationSubsidiaries as any Bank may reasonably request.

Financial Statements and Reports. The Company Borrower will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Banks: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 90 days after the end of each fiscal year of the CompanyParent, the consolidated and consolidating financial statements of the Parent and its Subsidiaries consisting of at least statements of income, cash flow and changes in members' equity, and consolidated and consolidating balance sheet of the Parent and its Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized national standing selected by the Parent and acceptable to the Agent, together with any management letters, management reports or other supplementary comments or reports to the Parent or its Board of Directors furnished by such accountants. (b) Together with the audited financial statements required under Section 5.1(a), a statement by the accounting firm performing such audit to the effect that it has reviewed this Agreement and that in the course of performing its examination nothing came to its attention that caused it to believe that any Default or Event of Default exists, or, if such Default or Event of Default exists, describing its nature. (c) As soon as available and in any event within one hundred twenty (120) 30 days thereafterafter the end of each month, unaudited consolidated and consolidating statements of income, cash flow and changes in members' equity for the Parent and its Subsidiaries for such month and for the period from the beginning of such fiscal year to the end of such month, and a consolidated and consolidated balance sheet of the Company Parent and its subsidiaries, if any, Subsidiaries as of at the end of such month, setting forth in comparative form figures for the corresponding period for the preceding fiscal year. The financial statements required under this Section 5.1(c) to be delivered in December of each year (and consolidated each succeeding month until the audited financial statements of income, stockholders’ equity required under Section 5.1(a) have been delivered) will be considered preliminary and cash flows for such year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and subject to change. (iid) as As soon as practicable and in any event within 30 days after the end of each fiscal quarter quarter, a Compliance Certificate in the form attached hereto as Exhibit G signed by the chief financial officer or the treasurer of each of the Company, Parent and the Borrower (i) demonstrating in any event within sixty reasonable detail compliance (60) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if anyor noncompliance, as of the case may be) with Section 6.10, Section 6.15, Section 6.16, Section 6.17, Section 6.18 and Section 6.19 as at the end of such quarter and consolidated stating that as at the end of such quarter there did not exist any Default or Event of Default or, if such Default or Event of Default existed, specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto, and (ii) stating that the financial statements delivered under Section 5.1(c) during such fiscal quarter present fairly the financial condition of income, stockholders’ equity the Parent and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, its Subsidiaries and that the same have been prepared in accordance with generally accepted accounting principles. The Company will further deliver GAAP (except for the absence of footnotes and subject to such Investor, year end audit adjustments as to interim statements). (e) As soon as practicable and in any event within thirty (30) 30 days prior to after the end of each fiscal yearmonth, a budget Borrowing Base Certificate signed by the chief financial officer or the treasurer of the Borrower, reporting the Borrowing Base as of the last day of the month just ended. (f) As soon as practicable and in any event before the beginning of each fiscal year of the Parent, a business plan of the Parent and its Subsidiaries for the next ensuing three fiscal year, prepared on years consisting of at least statements of forecasted consolidated and consolidating income for the Parent and its Subsidiaries for each fiscal quarter in such three fiscal years and a monthly basis, including a forecasted consolidated balance sheet of the Parent and statement its Subsidiaries, together with supporting management discussion, analysis and assumptions, as at the end of operations for each such months fiscal quarter, all in reasonable detail and reasonably satisfactory in scope to Majority Banks. (g) Promptly upon, but in no event no event later than ten (10) days after, any officer of the Parent or the Borrower becomes aware of any Default or Event of Default, a notice describing the nature thereof and what action the Borrower proposes to take with respect thereto. (h) Promptly upon, but in no event no event later than ten (10) days after, any officer of the Parent or the Borrower becomes aware of the occurrence, with respect to any Plan, of any Reportable Event or any Prohibited Transaction, a notice specifying the nature thereof and what action the Borrower proposes to take with respect thereto, and, as soon as preparedwhen received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (i) Promptly upon, but in no event no event later than ten (10) days after, any officer of the Parent or the Borrower becomes aware of any matter that has resulted or is reasonably likely to result in a Material Adverse Occurrence, a notice from the Borrower describing the nature thereof and what action the Borrower prepare to take with respect thereto. (j) Promptly upon, but in no event no event later than ten (10) days after, any officer of the Parent or the Borrower becomes aware of the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other budgets instrumentality affecting the Parent or revised budgets prepared by any of is Subsidiaries or any property of such Person, or to which the Company. Each Investor agrees that Parent or any information obtained by of its Subsidiaries is a party (other than litigation where the Investor pursuant to this Section 5 insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) and in which is identified by an adverse determination or result could constitute a Material Adverse Occurrence. (k) Promptly upon the Company to be proprietary transmittal thereof, copies of all financial statements, reports and proxy statements mailed to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law Parent or the rules Borrower's shareholders, and copies of all registration statements, periodic reports and other documents filed with the Securities and Exchange Commission (or any successor thereto) or any national securities exchange or associationexchange. (l) Promptly upon the transmittal thereof, copies of all reports and other information which are not otherwise required to be disclosed provided hereunder but which are required to be provided pursuant to any Equity Document, including, without the prior written consent limitation, Section 4(a) of the Company. The Investor may disclose such proprietary or confidential information Securityholders' Agreement (as referred to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as definition of Equity Documents). (m) From time to time, such partner or representative is advised other information regarding the business, operation and financial condition of the confidentiality provisions Parent or any of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationits Subsidiaries as any Bank may reasonably request.

Financial Statements and Reports. The Company Borrower and the Guarantor will maintain true books furnish the Bank: (a) As soon as available and records in any event within 30 days after the close of account each calendar month (except for the end of each fiscal quarter) in which full each Fiscal Year of Borrower or Guarantor (as applicable): (i) income statements of the Borrower for such monthly period; (ii) balance sheets of the Borrower as of the end of such monthly period; (iii) consolidated income statements of the Guarantor for such monthly period; and correct entries will be made (iv) consolidated balance sheets of the Guarantor as of the end of such monthly period; - all its business transactions pursuant in reasonable detail, subject to a system year-end audit adjustments and certified by the president or principal financial officer of accounting established and administered the Borrower or Guarantor, as applicable, to have been prepared in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all except for any inconsistencies explained in such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. certificate; (b) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable after the end of each fiscal year of the Company, available and in any event within one hundred twenty 45 days after the close of each fiscal quarter (120except for the fourth (4th) days thereafter, a consolidated balance sheet quarter of each Fiscal Year) in each Fiscal Year of Borrower or Guarantor (as applicable): (i) statements of cash flows of the Company and its subsidiaries, if any, Borrower for such quarterly year-to-date period; (ii) income statements of the Borrower for such quarterly period; (iii) balance sheets of the Borrower as of the end of such year quarterly period; (iv) consolidated and consolidated consolidating statements of income, stockholders’ equity and cash flows of the Guarantor for such year, which quarterly year-to-date period; (v) consolidated and consolidating income statements of the Guarantor for such quarterly period; (vi) consolidated and consolidating balance sheets of the Guarantor as of the end financial reports shall be of such quarterly period - all in reasonable detail, subject to year-end audit adjustments and certified by the president or principal financial officer of the Borrower or Guarantor (as applicable) to have been prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standingconsistently applied, and except for any inconsistencies explained in such certificate; (iic) as As soon as practicable after the end of each fiscal quarter of the Company, available and in any event within sixty 120 days after the close of each Fiscal Year of Borrower or Guarantor (60as applicable): (i) days thereafter, an unaudited, consolidated balance sheet statements of cash flows of the Company and its subsidiaries, if any, Borrower for such Fiscal Year; (ii) income statements of the Borrower for such Fiscal Year; (iii) balance sheets of the Borrower as of the end of such quarter and Fiscal Year; (iv) consolidated statements of income, stockholders’ equity and cash flows of the Guarantor for such quarter, which quarter-Fiscal Year; (v) consolidated income statements of the Guarantor for such Fiscal Year; and (vi) balance sheets of the Guarantor as of the end financial reports shall be of such Fiscal Year - all in reasonable detail, including all supporting schedules, notes and comments; the statements and balance sheets of Guarantor shall be audited by independent certified public accountants selected by the Guarantor and acceptable to the Bank, and audited by such accountants to have been prepared in accordance with generally accepted accounting principlesprinciples consistently applied, except for any inconsistencies explained in such certificate. The Company will further deliver to such InvestorIn addition, within thirty 120 days after the close of such Fiscal Year, the Borrower shall provide to Bank its written statement that it has no knowledge of any Event of Default, or disclosing all Events of Default of which it has obtained knowledge. Bank shall have the right, from time to time, to discuss such financial statements and related business issues directly with such accountants; (30d) days prior Contemporaneously with each quarterly and Fiscal Year-end financial report required by the foregoing paragraphs (b) and (c), a certificate of the president or chief financial officer of the Borrower and Guarantor (as applicable) stating that: (i) such officer has individually reviewed the provisions of this Agreement; (ii) a review of the activities of the Borrower and the Guarantor during such year or quarter-annual period, as the case may be, has been made by such officer or under such officer's supervision, with a view to determining whether the Borrower and the Guarantor have fulfilled their respective obligations under this Agreement; and (iii) to the end best of such officers' knowledge, the Borrower and the Guarantor have observed and performed each undertaking contained in this Agreement and is not in default in the observance or performance of any of the provisions hereof or, if the Borrower or the Guarantor shall be so in default, specifying all such defaults and events of which such officer may have knowledge. Such certificate shall further set forth the calculations of the financial ratios and covenants set forth in Paragraph 6.15, including, without limitation, any antecedent calculations and the source of any information that was used in such calculations; (e) Immediately upon receipt of the same by Borrower or the Guarantor, copies of all management letters and any other reports which are submitted to the Borrower or the Guarantor by its independent accountants in connection with any annual or interim audit of the Records of the Borrower or the Guarantor by such accountants; (f) On or before April 30 of each fiscal year, a proforma budget (including both projected maintenance Capital Expenditures and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations other Capital Expenditures) for such months andFiscal Year, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary in form reasonably satisfactory to the Company Bank; (g) From time to time such additional information regarding the financial condition or otherwise confidential will not, unless such Investor shall otherwise be required by law business of the Borrower and or the rules of any national securities exchange or association, be disclosed without Guarantor as the prior written consent of the Company. The Investor Bank may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationreasonably request.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant Furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Administrative Agent for prompt distribution to the Lenders: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 120 days after the end of each fiscal year of the CompanyBorrower, (i) the annual audited financial statements of the Borrower and its Subsidiaries prepared on a consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous fiscal year, certified without a “going concern” or like qualification, or a qualification arising out of the scope of the audit, by independent certified public accountants of recognized national standing selected by the Borrower (it being agreed that the furnishing of the Borrower’s annual report on Form 10-K for such year, as filed with the Securities and Exchange Commission, will satisfy the Borrower’s obligation under this Section 6.1(a)(i) with respect to such year except with respect to the requirement that such financial statements be reported on without a “going concern” or like qualification, or a qualification arising out of the scope of the audit), together with any related management letters, and (ii) schedules providing consolidating detailed balance sheet, income statement results and statement of cash flows for Varistar Corporation and its Subsidiaries, and a statement from an Authorized Officer that the financial statements are fairly stated in all material respects when considered in relation to the basic consolidated statements taken as a whole. (b) As soon as available and in any event within one hundred twenty 45 days after the end of the first three quarters of each fiscal year, (120i) days thereaftera copy of the unaudited financial statements of the Borrower and its Subsidiaries prepared on a consolidated basis and in conformity with GAAP (except for the absence of footnotes and for year-end audit adjustments), signed by an Authorized Officer of the Borrower, consisting of at least consolidated statements of income and cash flow for the Borrower and its Subsidiaries for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, and a consolidated balance sheet of the Company Borrower and its subsidiaries, if any, Subsidiaries as of at the end of such year and consolidated statements quarter (it being agreed that the furnishing of income, stockholders’ equity and cash flows the Borrower’s quarterly report on Form 10-Q for such yearquarter, which year-end financial reports shall be in reasonable detailas filed with the Securities and Exchange Commission, prepared in accordance will satisfy the Borrower’s obligation under this Section 6.1(b)(i) with generally accepted accounting principles and audited by an accounting firm of national standingrespect to such quarter), and (ii) as soon as practicable after the end schedules providing consolidating detailed balance sheet, income statement results and statement of each fiscal quarter of the Company, and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarterVaristar Corporation and its Subsidiaries, and a statement from an Authorized Officer that the financial statements are fairly stated in all material respects when considered in relation to the basic consolidated statements taken as a whole. (c) Together with the consolidated financial statements furnished by the Borrower under Sections 6.1(a) and 6.1(b), a Compliance Certificate signed by an Authorized Officer of the Borrower, which quarter-end shall confirm either that as at the date of each such financial statement there did not exist any Default or Event of Default or, that a Default or Event of Default existed, in which case it shall specify the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto. (d) Promptly upon becoming aware of any Default or Event of Default, a notice describing the nature thereof and what action the Borrower proposes to take with respect thereto. (e) Promptly upon becoming aware of the occurrence, with respect to any Plan, of any Reportable Event or any “prohibited transaction” (as defined in Section 4975 of the Code), except for any Reportable Event or “prohibited transaction” which would not constitute an Adverse Event, a notice specifying the nature thereof and what action the Borrower proposes to take with respect thereto, and, when received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (f) Promptly after the same become publicly available, copies of all financial statements, reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior and proxy statements mailed to the end Borrower’s shareholders, and copies of each fiscal yearall registration statements, a budget periodic reports and business plan for other documents filed with the next fiscal year, prepared on a monthly basis, including a balance sheet Securities and statement of operations for such months and, as soon as prepared, Exchange Commission (or any other budgets successor thereto) or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent exchange. (g) Promptly upon becoming aware of the Company. The Investor may disclose occurrence thereof, notice of the institution of any litigation, arbitration or governmental proceeding, or the rendering of a judgment or decision in such proprietary litigation or confidential information proceeding, which, in each case if adversely determined, would constitute an Adverse Event. (h) Promptly upon becoming aware of the occurrence thereof, notice of any violation as to any partner environmental matter by the Borrower or representative any Material Subsidiary and of Investor for the purpose commencement of evaluating its investment any judicial or administrative proceeding relating to health, safety or environmental matters in which such violation or an adverse determination or result in such proceeding would constitute an Adverse Event. (i) Promptly following request thereof, provide such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the PATRIOT Act, other applicable Anti-Money Laundering Laws and the Beneficial Ownership Regulation. (j) Promptly after becoming aware of the occurrence thereof, notice of any change in the Company as long as information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such partner or representative is advised of the confidentiality provisions certification. (k) Documents required to be delivered pursuant to clauses (a), (b) and (f) of this Section 5.1 6.1 may be delivered electronically and agrees in writing if so delivered, shall be deemed to be bound to have been delivered on the terms hereof, executes a similar confidentiality agreement date on which such documents are filed for public availability on the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System or is otherwise bound by a duty of confidentiality not to disclose such informationmade available on the Borrower’s website.

Financial Statements and Reports. The Company Borrower will maintain true books and records of account in which full and correct entries will furnish or cause to be made of all its business transactions pursuant furnished to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. As long as an Investor the Lender from time to time: (together with any persons it controls, is controlled by or is under common control witha) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) Borrower's Annual Reports - as soon as practicable available and in any event within 120 days after the end close of each fiscal year of the CompanyBorrower, and in any event within one hundred twenty (120) days thereafter, a the consolidated audited balance sheet of the Company and its subsidiaries, if any, Borrower as of the end of such year and year, the consolidated statements audited statement of income, stockholders’ equity and cash flows income of the Borrower for such year, which the consolidated audited statement of changes in shareholder equity of the Borrower for such year-end financial , and the consolidated audited statement of cash flow of Borrower for such year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, accompanied by a report of the Borrower's independent certified public accountants acceptable to the Lender. Such annual reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited accompanied by an accounting firm the certificates of national standing, and compliance required by Section 5.3. (iib) Borrower's Quarterly Reports - as soon as practicable available and in any event within 60 days after the end of each fiscal quarter in each fiscal year of the CompanyBorrower, and in any event within sixty (60) days thereafter, an unaudited, the unaudited consolidated balance sheet of the Company and its subsidiaries, if any, Borrower as of the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such fiscal quarter, which the unaudited consolidated statement of income of the Borrower for the period from the beginning of the fiscal year to the close of such fiscal quarter-end financial , the unaudited consolidated statement of changes in shareholders equity of the Borrower for the period from the beginning of the fiscal year to the close of such fiscal quarter, and the unaudited consolidated statement of cash flow of Borrower for the period from the beginning of the fiscal year to the close of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year (and showing without limitation any over or under produced imbalances of production). Such internally prepared quarterly reports shall be accompanied by the certificates of compliance required by Section 5.3. (c) Semi-Annual Engineering Reports - as soon as available and in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to the end any event by April 1 and October 1 of each fiscal year, a budget and business plan semi-annual engineering report covering the Borrowing Base properties, with an effective date of December 31 for the next fiscal yearApril 1 report and no more than 60 days earlier for the October 1 report, prepared on a monthly basis, including a balance sheet in form and statement of operations substance acceptable to the Lender. The report for such months and, as soon as prepared, any other budgets or revised budgets prepared the April 1 determination shall be reviewed by an independent third party petroleum engineers firm acceptable to the Lender. The report for the October 1 determination may be an internal update report furnished by the CompanyBorrower with technical review in a meeting between the Borrower and Lender's Energy Technical Services. Each Investor agrees that any information obtained by Without limiting the Investor pursuant foregoing sentences, such reports shall include a discussion of assumptions as to this Section 5 which is identified by engineering, pricing and expenses, and an economic evaluation together with the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules reserve value of any national securities exchange or association, be disclosed without the prior written consent each well of the Company. The Investor may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment each property in the Company Borrowing Base, and further categorized as long Collateral or non-Collateral and as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereofProved Developed Producing Reserves, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such information.Proved Developed Non-

Financial Statements and Reports. The Company Borrowers’ Agent will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Banks: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 90 days after the end of each fiscal year of the CompanyBorrowers, the consolidated financial statements of the Borrowers consisting of at least statements of income, cash flow and changes in stockholders’ equity, and a balance sheet as at the end of such year, setting forth in comparative form corresponding figures from the previous annual audit, certified without qualification by Deloitte and Touche or other independent certified public accountants of recognized national standing selected by the Borrowers and acceptable to the Administrative Agent, together with any management letters, management reports or other supplementary comments or reports to the Borrowers or its board of directors furnished by such accountants. (b) As soon as available and in any event within one hundred twenty (120) 45 days thereafterafter the end of each quarter, unaudited consolidated statements of income and cash flow for the Borrowers for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, and a consolidated balance sheet of the Company and its subsidiaries, if any, Borrowers as of at the end of such year and consolidated statements of incomequarter, stockholders’ equity and cash flows setting forth in comparative form figures for such the corresponding period for the preceding fiscal year, which year-end accompanied by a certificate signed by the chief financial reports shall be in reasonable detail, officer of the Borrowers’ Agent stating that such financial statements present fairly the financial condition of the Borrowers and that the same have been prepared in accordance with generally accepted accounting principles GAAP (except for the absence of footnotes and audited by an accounting firm of national standing, and subject to year-end audit adjustments as to the interim statements). (iic) as As soon as practicable after the end of each fiscal quarter of the Company, and in any event within sixty (60) 45 days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of after the end of such quarter the first three quarters of each fiscal year and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) 90 days prior to after the end of each fiscal year, a budget Compliance Certificate in the form attached hereto as Exhibit B signed by the chief financial officer of the Borrowers’ Agent demonstrating in reasonable detail compliance (or noncompliance, as the case may be) with Section 6.15, Section 6.16 and business plan for Section 6.17 as at the next fiscal yearend of such quarter or year and stating that as at the end of such quarter or year (except where such Sections require compliance at other times) there did not exist any Default or Event of Default or, prepared on if such Default or Event of Default existed, specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto. (d) Immediately upon any officer of any Borrower becoming aware of any Default or Event of Default, a monthly basisnotice from the Borrowers’ Agent describing the nature thereof and what action such Borrower proposes to take with respect thereto. (e) Immediately upon any officer of any Borrower becoming aware of the occurrence, including with respect to any Plan, of any Reportable Event or any Prohibited Transaction, a balance sheet notice from the Borrowers’ Agent specifying the nature thereof and statement of operations for what action such months Borrower proposes to take with respect thereto, and, as soon as preparedwhen received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (f) Immediately upon any officer of any Borrower becoming aware of any matter that has resulted or is reasonably likely to result in a Material Adverse Occurrence, a notice from the Borrowers’ Agent describing the nature thereof and what action the Borrowers prepare to take with respect thereto. (g) Promptly upon the mailing or filing thereof, copies of all financial statements, reports and proxy statements mailed to shareholders of any Borrower, and copies of all registration statements, periodic reports and other budgets documents filed with the Securities and Exchange Commission (or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company successor thereto) or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or associationexchange. (h) From time to time, be disclosed without such other information regarding the prior written consent business, operation and financial condition of the Company. The Investor Borrowers and the Subsidiaries as any Bank may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationreasonably request.

Financial Statements and Reports. The Company will maintain true books Provide Bank with the following by submitting to the Financial Statement Repository: (a) a Borrowing Base Statement (and records of any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts, including, without limitation, a detailed inventory and account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. As long as an Investor receivable ledger) within seven (together with any persons it controls, is controlled by or is under common control with7) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable days after the end of each month; (b) within thirty (30) days after the end of each month, (i) monthly accounts receivable agings, aged by invoice date, (ii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (iii) monthly reconciliations of accounts receivable agings (aged by invoice date), Deferred Revenue report, detailed debtor listing, and general ledger, (iv) sell through reports, and (v) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Statement, confirming that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement (if any) and such other information as Bank may reasonably request; (e) within the sixty (60) days after the last day of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month), and (B) annual financial projections (on a quarterly basis), in each case as approved by the CompanyBoard, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred twenty eighty (120180) days thereafterfollowing the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) within five (5) Business Days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (i) prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Fifty Thousand Dollars ($50,000.00) or more; and (k) promptly, from time to time, such other financial information reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a consolidated balance sheet Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the Company date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and its subsidiariescalculations set forth therein are true, if anyaccurate and correct, (ii) as of the end of the compliance period set forth in such year submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and consolidated statements warranties other than any representations or warranties that are made as of incomea specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, stockholders’ equity Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and cash flows for such yeareach of its Subsidiaries has timely filed all required tax returns and reports, which year-end financial reports shall be in reasonable detailand Borrower has timely paid all foreign, prepared in accordance with generally accepted accounting principles federal, state and audited local taxes, assessments, deposits and contributions owed by an accounting firm Borrower except as otherwise permitted pursuant to the terms of national standingSection 5.9, and (iivi) as soon as practicable after the end of each fiscal quarter of the Company, and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of the end date of such quarter and consolidated statements submission, no Liens have been levied or claims made against Borrower or any of income, stockholders’ equity and cash flows for such quarter, its Subsidiaries relating to unpaid employee payroll or benefits of which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver Borrower has not previously provided written notification to such Investor, within thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent of the Company. The Investor may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationBank.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant Borrowers shall furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Lender: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 100 days after the end of each fiscal year of the CompanyOriginal Borrower, the annual audit report of the Original Borrower and its Subsidiaries prepared on a consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, changes in financial position and stockholders' equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized standing selected by the Original Borrower and acceptable to the Lender, together with any management letters, management reports or other supplementary comments or reports to the Borrower or its board of directors furnished by such accountants. (b) As soon as available and in any event within one hundred twenty (120) 60 days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and (ii) as soon as practicable after the end of each fiscal quarter of each fiscal year, a copy of the Companyunaudited financial statement of the Original Borrower and its Subsidiaries prepared in the same manner as the audit report referred to in Section 6.1(a), except that such statements may exclude footnotes and may be subject to normal, year-end adjustments, signed by the Original Borrower's chief financial officer, consisting of at least consolidated statements of income, cash flow, changes in financial position and stockholders' equity for the Original Borrower and the Subsidiaries for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, and in any event within sixty (60) days thereafter, an unaudited, a consolidated balance sheet of the Company and its subsidiaries, if any, Original Borrower as of at the end of such quarter quarter. (c) Together with the financial statements furnished by the Borrowers under Sections 6.1(a) and consolidated statements 6.1(b), a compliance certificate in the form of income, stockholders’ equity Exhibit C attached hereto and cash flows for such quarter, which quarter-end made a part hereof signed by the chief financial reports shall be officer of the Original Borrower demonstrating in reasonable detaildetail compliance (or noncompliance, prepared as the case may be) with each of the financial ratios and restrictions contained in accordance Article VII and stating that as at the date of each such financial statement there did not exist any Default or Event of Default, or if such Default or Event of Default existed, specifying the nature and period of existence thereof and what action the Borrowers propose to take with generally accepted accounting principles. The Company will further deliver respect thereto. (d) Promptly after receipt (i) annual audited financial statements and quarterly unaudited financial statements for APT or any Lessee, (ii) Forms 10-K and 10-Q for APT or any Lessee if it is required to file such Investor, within thirty periodic reports with the Securities and Exchange Commission and (30iii) any other financial statements or other material information received by the Borrower from APT and/or any Lessee. (e) Within 30 days prior to after the end of each fiscal yearmonth, the Borrowers' internally prepared monthly aging report with respect to the Loan Support Lease including lease payments and lease payment delinquencies as of the last day of such month. (f) Immediately upon becoming aware of any Default or Event of Default, a budget notice describing the nature thereof and business plan for what action the next fiscal yearBorrowers propose to take with respect thereto. (g) Immediately upon becoming aware of the occurrence of any Reportable Event or any "prohibited transaction" (as defined in Section 4975 of the Code), prepared on a monthly basisnotice specifying the nature thereof and what action the Borrowers propose to take with respect thereto, including a balance sheet and statement of operations for such months and, as soon as preparedwhen received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (h) Promptly upon the mailing or filing thereof, copies of all financial statements,reports and proxy statements mailed to any Borrower's shareholders, and copies of all registration statements, periodic reports and other budgets documents filed with the Securities and Exchange Commission (or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company successor thereto) or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent exchange. (i) Immediately upon becoming aware of the Company. The Investor may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised occurrence thereof, notice of the confidentiality provisions institution of this Section 5.1 and agrees any litigation, arbitration or governmental proceeding, or the rendering of a judgment or decision in writing to be bound such litigation or proceeding, which is material to the terms hereofBorrowers and the Subsidiaries as a consolidated enterprise, executes a similar confidentiality agreement or is otherwise bound and the steps being taken by a duty the Person(s) affected by such proceeding. (j) From time to time, such other information regarding the business, operation and financial condition of confidentiality not to disclose such informationthe Borrowers and the Subsidiaries as the Lender may reasonably request.

Financial Statements and Reports. The Company will maintain true books Furnish to the Bank: (a) As soon as available, but in any event within 120 days after the end of each of Borrower's fiscal years, audited annual financial statements for Borrower, which include a balance sheet and records of account in which full income statement prepared by accountants acceptable to the Bank and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered prepared in accordance with generally accepted accounting principles consistently applied, which show all liabilities, direct and will set aside on its books all such proper accruals and reserves as contingent, of the Borrower. Such statement shall be required under generally accepted accounting principles consistently applied. As long as accompanied by a certification of an Investor (together with any persons it controlsofficer of Borrower that such information is true, is controlled by correct, and complete and that no Default or Event of Default has occurred or is under common control withcontinuing. (b) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as As soon as practicable available and in any event within 45 days after the end of each month, a copy of the unaudited financial statement of the Borrower and its subsidiaries prepared in the same manner as the audit report referred to in Section 5.1(a), signed by the Borrower's chief financial officer, consisting of at least consolidated statements of income, cash flow, and stockholders' equity for the Borrower and the Subsidiaries for such month and for the period from the beginning of such fiscal year to the end of the Companymonth, and in any event within one hundred twenty (120) days thereafter, a consolidated balance sheet of the Company Borrower as at the end of such month. (c) As soon as available, but in any event within 45 days after the last day of each quarterly fiscal period, copies of the quarterly Reports of Condition and its subsidiariesIncome (Call Reports) and other regulatory reports filed by Bank of Luxemburg with any regulatory authority, if anythe allowance for loan and lease loss report of Bank of Luxemburg as of the last day of such quarter, and a covenant compliance certificate, providing information on compliance with the covenants in this Agreement in form and substance satisfactory to the Bank, executed by the chief financial officer or controller of the Borrower and completed as of the end of such year quarter. (d) Within 90 days after the end of each of Borrower's fiscal years, a list of the Borrower's ten largest shareholders of record and consolidated statements percentage of incomeownership of such shareholders. The Bank acknowledges that such shareholder list will contain nonpublic personal financial information of the shareholders of the Borrower. Such information will be treated confidentially by the Bank. Disclosure of such information will be made only (i) to officers and employees of the Bank (on a "need to know" basis), stockholders’ equity and cash flows for such year(ii) in connection with any regulatory examination of the Bank, which year-end financial reports shall be in reasonable detailor (iii) as otherwise required by applicable law or court order. (e) Promptly upon the filing thereof, prepared in accordance with generally accepted accounting principles and audited copies of (i) all material notices by an accounting firm regulatory authorities to the Borrower, Bank of national standingLuxemburg or any other Subsidiary, and (ii) as soon all financial statements, reports, proxy statements and other communications which the Borrower, Bank of Luxemburg or any other Subsidiary shall have sent to its stockholders. (f) As promptly as practicable after the end Borrower obtains knowledge thereof, written notice of each fiscal quarter all orders, notices, claims, litigation, proceedings, memoranda, agreements, penalties and investigations against or affecting (i) the Borrower, Bank of Luxemburg, or any other Subsidiary, or (ii) any officer, director, trustee, employee, agent or attorney of the CompanyBorrower, and Bank of Luxemburg, or any other Subsidiary (relating to the Borrower or any Subsidiary), to the extent it affects such person in such capacity, or (iii) any property of the Borrower or Bank of Luxemburg. (g) As promptly as practicable (but in any event within sixty (60not later than 5 days) days thereafter, an unaudited, consolidated balance sheet after the Borrower obtains knowledge of the Company occurrence of any event which constitutes a Default or an Event of Default, written notice of such occurrence, together with a detailed statement by a responsible officer of Borrower of the steps being taken by Borrower to cure the effect of such event. (h) Promptly after the Bank's request therefor, such other information respecting the financial condition, business and its subsidiariesproperty of the Borrower, if anyBank of Luxemburg, and any other Subsidiary, as of the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver Bank may from time to such Investor, within thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent of the Company. The Investor may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationtime reasonably request.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant Furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. each Lender: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 90 days after the end of each fiscal year year, the annual audit report of the CompanyCompany and its Subsidiaries prepared on a consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flows and stockholders' equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by Ernst & Young or other independent certified public accountants of recognized standing selected by the Company and acceptable to the Required Lenders, together with any management letters, management reports or other supplementary comments or reports to the Company or its board of directors furnished by such accountants. (b) As soon as available and in any event within one hundred twenty (120) 45 days thereafterafter the end of each fiscal quarter, a copy of the unaudited financial statement of the Company and its Subsidiaries prepared in the same manner as the audit report referred to in SECTION 6.1(a), signed by the Company's chief financial officer, treasurer or controller, consisting of at least consolidated statements of income, cash flows and stockholders' equity for the Company and the Subsidiaries for such fiscal quarter and for the period from the beginning of such fiscal year to the end of such fiscal quarter, and a consolidated balance sheet of the Company and its subsidiaries, if any, as of at the end of such year fiscal quarter. (c) Together with the financial statements furnished by the Company under SECTIONS 6.1(a) and consolidated statements 6.1(b), a Compliance Certificate signed by the chief financial officer, treasurer or controller of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be the Company demonstrating in reasonable detaildetail compliance (or noncompliance, prepared as the case may be) with each of the financial ratios and restrictions contained in accordance ARTICLE VII and stating that as at the date of each such financial statements there did not exist any Unmatured Event of Default or Event of Default or, if such Unmatured Event of Default or Event of Default existed, specifying the nature and period of existence thereof and what action the Company proposes to take with generally accepted accounting principles respect thereto. (d) On the first day of each month, a borrowing base certificate in the form of EXHIBIT D attached hereto and audited made a part hereof (a "BORROWING BASE CERTIFICATE") as of the immediately preceding Business Day, together with a list of each Contract File relating to the Pledged Auto Receivables that the Collateral Monitor has determined to be a Rejected File subsequent to the delivery of the immediately preceding Borrowing Base Certificate to the Agent, certified as true and accurate by a designated financial officer of the Company. Notwithstanding any other provision of this SECTION 6.1(d), if, on any day on which a Borrowing Base Certificate would otherwise be required, the aggregate outstanding principal amount of the Loans is $0.00, then the Company shall not be required to deliver a Borrowing Base Certificate on such day. (e) Not later than the last day of each month, a calculation of the Portfolio Loss Ratio and Delinquency Ratio, an accounting firm of national standingaging for all Pledged Auto Receivables, and a portfolio analysis of all Auto Receivables owned or serviced by the Company or any of its Subsidiaries detailing delinquency, default, loan loss and repossessed asset statistics, in each case as of the last day of the immediately preceding month, each certified as true and accurate by a designated financial officer of the Company. (iif) as soon as practicable Not later than 45 days after the end of each fiscal quarter of each fiscal year, a static pool analysis detailing delinquency, default, loan loss and repossessed asset statistics for each securitization trust, as of the last day of the immediately preceding fiscal quarter for all Auto Receivables owned or serviced by the Company or any of its Subsidiaries, certified as true and accurate by a designated financial officer of the Company. (g) Immediately upon becoming aware of any Unmatured Event of Default or Event of Default, a notice describing the nature thereof and the action the Company proposes to take with respect thereto. (h) Immediately upon becoming aware of the occurrence of (x) any Reportable Event or (y) to the extent the same is reasonably likely to have a Material Adverse Effect, any "prohibited transaction" (as defined in Section 4975 of the Code), a notice specifying the nature thereof and the action the Company proposes to take with respect thereto, and, when received, copies of any notice from the PBGC of intention to terminate or have a trustee appointed for any Plan. (i) Promptly upon the mailing or filing thereof, copies of all financial statements, reports and proxy statements mailed to the Company's shareholders, and copies of all registration statements, periodic reports and other documents filed with the SEC (or any successor thereto) or any national securities exchange. (j) Immediately upon becoming aware of the occurrence thereof, notice of the institution of any litigation, arbitration or governmental investigation or proceeding, or the rendering of a judgment or decision in any event within sixty (60) days thereaftersuch litigation, an unauditedinvestigation or proceeding, consolidated balance sheet of which is reasonably likely to, if adversely determined, have a Material Adverse Effect on the Company and its subsidiariesSubsidiaries as a consolidated enterprise, if anyand the steps being taken by each Person affected by such proceeding. (k) On the first Business Day of each fiscal quarter, and at such other times as the Agent may request, cause the Collateral Monitor to deliver an Agreed-upon Procedures Report applying the Agreed-upon Procedures to Auto Receivables that are first pledged to the Agent by the Company during the relevant Agreed-upon Procedures Reporting Period; PROVIDED, that, so long as no Event of Default or Unmatured Event of Default exists, the Agent may not request an Agreed-upon Procedures Report more than six times in a fiscal year. Notwithstanding any other provision of this SECTION 6.1(k), if, on any day on which an Agreed-upon Procedures Report would otherwise be required, the aggregate outstanding principal amount of the end Loans is $0.00, then the Company shall not be required to cause the delivery of such quarter and consolidated statements of incomeAgreed-upon Procedures Report on such day, stockholders’ equity and cash flows for such quarter, which quarterbut the Agreed-end financial reports shall upon Procedures will be in reasonable detail, prepared in accordance performed with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior respect to the end next report no later than the first Business Day of the second week after any Loan is made subsequent to the date the report otherwise would be delivered or at such other time as the Agent and the Company shall mutually agree. (l) By no later than 90 days after the commencement of each fiscal year, a budget and business plan projections for the next then-current fiscal year consisting of monthly and year-to-date balance sheets, prepared on income statements and statements of cash flows, accompanied by a monthly basis, including a balance sheet and statement of operations for the assumptions used in the preparation of such months andprojections, as soon as prepared, any other budgets or revised budgets prepared certified by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by a designated financial officer of the Company to be proprietary as having been prepared in good faith on the basis of reasonable assumptions as to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent course of the Company. The Investor may disclose 's business during such proprietary or confidential fiscal year. (m) From time to time, such other information to any partner or representative regarding the business, operation and financial condition of Investor for the purpose of evaluating its investment in the Company and the Subsidiaries as long as such partner the Agent or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationany Lender may reasonably request.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all Furnish to the Administrative Bank with sufficient copies for each Bank to receive its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. own copy thereof: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 120 days after the end of each fiscal year of the CompanyBorrower, the annual audit report of the Borrower prepared in conformity with GAAP, consisting of at least consolidated statements of operations and retained earnings and cash flows, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized standing selected by the Borrower and acceptable to the Required Banks together with: (i) the related consolidating statements; (ii) any management letters, management reports or other supplementary comments or reports to the Borrower or its board of directors furnished by such accountants; and (iii) a statement by the accounting firm performing such audit stating that it has reviewed this Agreement and that in performing its examination nothing came to its attention that caused it to believe that any Default or Event of Default exists, or, if such Default or Event of Default exists, describing its nature. (b) As soon as available and in any event within 30 days after the end of each month of each fiscal year (or 45 days after the end of the last month of each fiscal year), a copy of the unaudited consolidated financial statements of the Borrower prepared in conformity with GAAP on a consistent basis (except for the omission of footnotes and prior period comparative data required by GAAP and for variations from GAAP which in the aggregate are not material) consisting of a balance sheet as of the close of such month and related consolidated statements of operations and retained earnings and cash flow for such month and from the beginning of such fiscal year to the end of such month, together with the comparative figures for the corresponding portion of the preceding fiscal year and the budgets for such period together with the other monthly reports required by the Banks. (c) With each financial statement required by Section 8.1(b), a certificate (the "Compliance Certificate") in the form of Exhibit D attached hereto, signed by the chief financial officer of the Borrower. (d) As soon as available, and in any event within one hundred twenty (120) 10 days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of after the end of: (i) the second week of such year and consolidated statements each month of income, stockholders’ equity and cash flows for such each fiscal year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, ; and (ii) as soon as practicable after the end each month of each fiscal quarter year, a certificate (the "Borrowing Base Certificate") showing the Borrowing Base as of the Companyfirst Business Day of such month or the first Business Day after the 15th day of such month, as the case may be, in the form of Exhibit E attached hereto and certified as accurate by the Borrower's chief financial officer. (e) As soon as available, and in any event within sixty (60) 10 days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of after the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to the end each month of each fiscal year, an accounts receivable aging and inventory certificate in a budget form acceptable to the Administrative Bank and business the Required Banks and certified as accurate by the Borrower's chief financial officer or his designee. (f) Immediately upon becoming aware of any Default or Event of Default, a notice describing the nature thereof and what action the Borrower proposes to take with respect thereto. (g) Immediately upon becoming aware of the occurrence, with respect to any Plan, of any Reportable Event or any "prohibited transaction" (as defined in Section 4975 of the Code), a notice specifying the nature thereof and what action the Borrower proposes to take with respect thereto, and, when received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (h) Immediately upon becoming aware of the occurrence thereof, notice of the institution of any litigation, arbitration or governmental proceeding against the Borrower, any of its Restricted Subsidiaries, or any of such Person's property which, if determined adversely to such Person, would constitute an Adverse Event, or the rendering of a judgment or decision in such litigation or proceeding which constitutes an Adverse Event, and the steps being taken by such Person with respect thereto. (i) Immediately upon becoming aware of the occurrence thereof, notice of any violation as to any environmental matter by the Borrower or any of its Restricted Subsidiaries and of the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters: (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by any such Person which are material to the operations of such Person; or (ii) which will or threatens to impose a material liability on any such Person to any other Person or which will require a material expenditure by any such Person to cure any alleged problem or violation. (j) Within 10 days after the first meeting of the Borrower's board of directors during any fiscal year, but in no event later than 60 days after the beginning of such fiscal year, the annual plan for the next Borrower's immediately following fiscal yearyear consisting of projected monthly balance sheets and projected monthly statements of operations and cash flows approved by the Borrower's board of directors together with the assumptions underlying such projections certified by the Borrower's chief financial officer or treasurer as being such annual plan. (k) By not later 30 days after the Closing Date, prepared on a monthly basis, including a copy of the Borrower's balance sheet immediately following the making of the initial Revolving Loan and statement the consummation of operations for the Transactions. (l) From time to time, such months andother information regarding the business, operation and financial condition of the Borrower as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law Administrative Bank or the rules of any national securities exchange or association, be disclosed without the prior written consent of the Company. The Investor Required Banks may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationreasonably request.

Financial Statements and Reports. The Company Borrowers will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. the Lenders: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 120 days after the end of each fiscal year of the CompanyBorrowers (commencing with the fiscal year ending June 30, 2024) the audited consolidated financial statements of the Borrowers and their Subsidiaries consisting of at least statements of income, cash flow and changes in shareholders’ equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by Xxxxxx or any other independent certified public accountants selected by the Borrowers and acceptable to the Agent, together with any management letters, management reports or other supplementary comments or reports to the Borrower or its board of directors furnished by such accountants. (b) As soon as practicable and in any event within one hundred twenty 30 days after the end of each month, a Borrowing Base Certificate signed by the chief executive officer, chief financial officer, treasurer (120or other officer reasonably acceptable to Agent) of the Borrowers, reporting the Borrowing Base as of the last day of the month just ended. (c) As soon as available and in any event within 30 days thereafterafter the end of each fiscal month, unaudited consolidated statements of income, cash flow and changes in shareholders’ equity for the Borrowers and their Subsidiaries for such month and for the period from the beginning of such fiscal year to the end of such month, and a consolidated balance sheet of the Company Borrowers and its subsidiaries, if any, their Subsidiaries as of at the end of such year month, setting forth in comparative form figures for the corresponding period for the preceding fiscal year, and consolidated statements of income, stockholders’ equity and cash flows any management letter or report for such yearmonth, which year-end accompanied by a certificate signed by the chief executive officer, chief financial reports shall be in reasonable detailofficer, treasurer (or other officer reasonably acceptable to Agent) of the Borrowers stating that such financial statements present fairly the financial condition of the Borrowers and their Subsidiaries and that the same have been prepared in accordance with generally accepted accounting principles GAAP (except for the absence of footnotes and audited by an accounting firm of national standing, and subject to year-end audit adjustments as to the interim statements). (iid) as As soon as practicable and in any event within 30 days after the end of each fiscal quarter (commencing with the fiscal quarter ending on or about March 31, 2024), a Compliance Certificate in the form attached hereto as Exhibit G signed by a senior officer of the CompanyBorrowers demonstrating in reasonable detail compliance (or noncompliance, as the case may be) with Sections 6.17 and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, 6.18 as of the end of such quarter or fiscal year and consolidated stating that as at the end of such quarter or fiscal year there did not exist any Default or Event of Default or, if such Default or Event of Default existed, specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto. (e) As soon as practicable and in any event within 90 days after the beginning of each fiscal year of the Borrowers, statements of incomeforecasted consolidated income for the Borrowers and their Subsidiaries for each fiscal month in such fiscal year and a forecasted consolidated balance sheet of the Borrowers and their Subsidiaries, stockholders’ equity and cash flows for such quartertogether with supporting assumptions, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to as at the end of each fiscal yearmonth, all in reasonable detail and reasonably satisfactory in scope to Required Lenders. (f) Immediately upon any officer of the Loan Parties becoming aware of any Default or Event of Default, a budget notice describing the nature thereof and business plan what action the Borrowers propose to take with respect thereto. (g) Immediately upon any officer of the Loan Parties becoming aware of the occurrence, with respect to any Plan, of any Reportable Event or any Prohibited Transaction, a notice specifying the nature thereof and what action the Loan Parties propose to take with respect thereto, and, when received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (h) Immediately upon any officer of the next fiscal yearLoan Parties becoming aware of any matter that has resulted or is reasonably likely to result in a Material Adverse Occurrence, prepared on a monthly basisnotice from the Borrowers describing the nature thereof and what action the Borrowers propose to take with respect thereto. (i) Immediately upon any officer of the Loan Parties becoming aware of (i) the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting any Loan Party or any Subsidiary or any property of such Person, or to which any Loan Party or any Subsidiary is a party (other than litigation where the insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) and in which an adverse determination or result could constitute a Material Adverse Occurrence; or (ii) any adverse development which occurs in any litigation, arbitration or governmental investigation or proceeding previously disclosed by any Loan Party or any Subsidiary that, if determined adversely to any Loan Party or any Subsidiary would constitute a Material Adverse Occurrence, a notice from the Borrowers describing the nature and status thereof and what action the Borrowers propose to take with respect thereto. (i) Upon request of any Lender, a Beneficial Ownership Certification in form and substance acceptable to such Lender, and (ii) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. (k) The Loan Parties and the Parent Guarantor shall, and shall cause each of the Subsidiaries to, provide such information and take such actions as are reasonably requested by the Agent or any Lender in order to assist the Agent and the Lenders in maintaining compliance with the PATRIOT Act. (l) Promptly (and in any event within five Business Days) after receipt thereof, copies of all notices and communications given or received by any Loan Party under the Subordinated Debt Documents (Seller Note) or any loan documents relating to any Subordinated Debt (Mezzanine) in respect of any event of default thereunder. (m) Concurrently with delivery thereof to the relevant lenders, copies of all notices, reports, financial statements and other materials sent pursuant to the Subordinated Debt Documents (Seller Note) or any loan documents relating to any Subordinated Debt (Mezzanine). (n) Promptly after receipt or delivery thereof, copies of all proposed material written amendments, modifications or waivers of or under the Subordinated Debt Documents (Seller Note) or any loan documents relating to any Subordinated Debt (Xxxxxxxxx) and final, executed copies thereof. (o) Concurrently with the delivery of the financial statements referred to in Section 5.1(d), a report supplementing Schedule 4.32(a) and (b), including an identification of all owned and leased real property disposed of by the Borrowers or any Subsidiary thereof during such fiscal quarter, a balance sheet list and statement description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof (in the case of operations owned real property) and, in the case of leases of property, lessor, expiration date and annual rental cost thereof) of all real property acquired or leased during such fiscal year and a description of such other changes in the information included in such Schedules as may be necessary for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company Schedules to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent accurate and complete as of the Company. The Investor may disclose date of such proprietary or confidential financial statements. (p) From time to time, such other information to any partner or representative of Investor for regarding the purpose of evaluating its investment in the Company as long as such partner or representative is advised business, operation and financial condition of the confidentiality provisions of this Section 5.1 Loan Parties and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationSubsidiaries as any Lender may reasonably request.

Financial Statements and Reports. The Company will maintain true books Corporation shall furnish to each Holder: (a) as soon as available but in any event within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 1999, consolidated balance sheets, income statements and records cash flow statements of account in which full the Corporation and correct entries will its Subsidiaries, showing its financial condition as of the close of such Fiscal Year and the results of its operations during such year, all the foregoing financial statements to be made audited by independent accountants of all its business transactions pursuant to a system of accounting established nationally recognized standing and administered prepared in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves GAAP; (b) as shall be required under generally accepted accounting principles consistently applied. As long soon as an Investor available but in any event within thirty (together with any persons it controls, is controlled by or is under common control with30) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) days after the end of Registrable Securitieseach fiscal quarter, the Company shall deliver to unaudited consolidated balance sheets, income statements and cash flow statements, showing the financial condition and results of operations of the Corporation, as at the end of each such Investorsfiscal quarter and for the then elapsed portion of the Fiscal Year, in each case prepared in accordance with GAAP; (ic) as soon as practicable and in any event not less than 15 days after the end of each fiscal year of the CompanyCorporation, an annual operating budget for the Corporation for the succeeding fiscal year, containing budget of profit and in loss and cash flow (the "Budget"). Promptly upon preparation thereof, the Corporation will furnish to the Holder any event within one hundred twenty revisions of such previously furnished Budgets; (120d) days thereafterpromptly upon their becoming available, a consolidated balance sheet copies of the Company any statements, reports and its subsidiariesother communications, if any, as of which the end of such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports Corporation shall be in reasonable detail, prepared in accordance have provided to its stockholders or filed with generally accepted accounting principles and audited by an accounting firm of the Commission or any national standing, and securities exchange; and (iie) as soon as practicable and in any event not less than 15 days after the end of (i) each fiscal year of the Corporation and (ii) the second fiscal quarter of the Company, and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet each fiscal year of the Company and its subsidiariesCorporation, if anya completed certificate substantially in the form of EXHIBIT C hereto, certifying as to the percentage of Common Stock (on a Fully Diluted Basis) of the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, Corporation which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent Warrant Shares of the Company. The Investor may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationHolder represent.

Financial Statements and Reports. The Company Borrowers’ Agent will maintain true books and records furnish to the Agent (with, in the case of account the items described in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. As long as an Investor subsections (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investorsa), (ic), (d), (e), (f) as and (h) below, a copy to Funding Agent): (a) As soon as practicable after the end of each fiscal year of the Company, available and in any event within one hundred twenty (120) days thereafterafter the end of each fiscal year of the Borrowers, the consolidated financial statements of the Borrowers and the Subsidiaries consisting of at least statements of income, cash flow and changes in stockholders’ equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by Cherry Bekaert & Holland or any other independent certified public accountants of recognized national or regional standing selected by the Borrowers and acceptable to the Agent, together with any management letters, management reports or other supplementary comments or reports addressed to or furnished to SHSI or its board of directors by such accountants. (b) [Reserved] (c) As soon as available and in any event within 45 days after the end of each fiscal quarter, unaudited consolidated statements of income, cash flow and changes in stockholders’ equity for the Borrowers and the Subsidiaries for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, and a consolidated balance sheet of the Company and its subsidiaries, if any, Borrowers as of at the end of such year quarter, setting forth, in accordance with requirements of the Securities and consolidated statements of incomeExchange Commission or any successor or similar Governmental Authority, stockholders’ equity and cash flows comparative form figures for such the corresponding period for the preceding fiscal year, which year-end accompanied by a certificate signed by the chief financial reports shall be in reasonable detail, officer of the SHSI stating that such financial statements present fairly the financial condition of the Borrowers and the Subsidiaries and that the same have been prepared in accordance with generally accepted accounting principles GAAP (except for the absence of footnotes and audited by an accounting firm of national standing, and subject to year-end audit adjustments as to the interim statements). (iid) as As soon as practicable available and in any event within 30 days after the end of each fiscal quarter month, unaudited consolidated statements of income, for the Borrowers and the Subsidiaries for such month, and a consolidated balance sheet of the CompanyBorrowers as at the end of such month, setting forth in comparative form figures for the corresponding period for the preceding fiscal year presenting fairly the financial condition of the Borrowers and the Subsidiaries and prepared in accordance with GAAP (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements). (e) As soon as available and in any event within sixty 30 days after the end of each fiscal month, unaudited operating reports for each SunLink facility operated by a Credit Party or a Subsidiary. (60f) (i) No less frequently than noon (New York time) on Wednesday of each week in respect of the immediately preceding week, aging reports for all Receivables and a Borrowing Base Certificate setting forth Availability based on the updated Net Collectible Value of Eligible Accounts of (A) Borrowers that are members of the Consolidated SunLink Entity and (B) as soon as systems are such that will enable weekly reporting for the Xxxxxxxxxx’x Entity and in any event within 180 days following the Original Closing Date, Borrowers that are members of the Xxxxxxxxxx’x Entity, and (ii) within 30 days after the end of each fiscal month, a report of Consolidated EBITDA of SHSI and its Subsidiaries and Consolidated Pro Forma EBITDA for twelve (12) consecutive months ending on the last day of each fiscal month for which the most recent financial are available, in each case accompanied by a Borrowing Base Certificate and a certificate of the chief financial officer of SHSI that such reports present fairly and accurately the financial information that is the subject thereof. Upon the occurrence and during the continuance of an Event of Default, upon request by the Agent, Borrowing Base Certificates and reports set forth in this clause (f) shall be delivered more frequently as the Agent may elect. (g) Upon request by the Agent, copies of (A) Credit Parties’ annual federal income tax returns as filed with the Internal Revenue Service, (B) Credit Parties’ payroll tax return as filed with the Internal Revenue Service on Form 941 for any calendar quarter requested, together with documentation of payment of any sums due in respect of payroll taxes, and (C) any applicable sale tax filings, together with documentation of payment of any sums due in respect of sales taxes. (h) As soon as practicable and in any event within forty-five (45) days thereafterafter the end of each fiscal quarter, an unaudited, consolidated balance sheet a Compliance Certificate in the form attached hereto as Exhibit G signed by the chief financial officer of the Company and its subsidiaries, if anySHSI demonstrating in reasonable detail compliance (or noncompliance, as of the case may be) with Section 6.10, Section 6.16, Section 6.17, Section 6.18, Section 6.19, Section 6.20 and Section 6.21, as at the end of such quarter and consolidated stating that as at the end of such quarter there did not exist any Default or Event of Default or, if such Default or Event of Default existed, specifying the nature and period of existence thereof and what action the Borrowers proposes to take with respect thereto. (i) As soon as practicable and in any event within forty five (45) days after the beginning of each fiscal year of the Borrowers, statements of incomeforecasted consolidated income for the Borrowers and the Subsidiaries for each fiscal quarter in such fiscal year and a forecasted consolidated balance sheet of the Borrowers and the Subsidiaries, stockholders’ equity and cash flows for such quartertogether with supporting assumptions, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to as at the end of each fiscal yearquarter, all in reasonable detail and reasonably satisfactory in scope to the Agent. (j) Immediately upon any Senior Officer of any Credit Party becoming aware of any Default or Event of Default, a budget notice describing the nature thereof and business plan what action Borrowers propose to take with respect thereto. (k) Within three (3) Business Days after any Senior Officer of any Credit Party becoming aware of the occurrence, with respect to any Plan, of any Reportable Event or any Prohibited Transaction, a notice specifying the nature thereof and what action the Borrowers propose to take with respect thereto, and, when received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan. (l) Immediately upon any Senior Officer of any Credit Party becoming aware of any matter that has resulted or is reasonably likely to result in a Material Adverse Occurrence, Default or an Event of Default a notice from the next fiscal yearBorrowers’ Agent describing the nature thereof and what action Borrowers propose to take with respect thereto. (m) Within three (3) Business Days after any Senior Officer of any Credit Party becoming aware of the commencement of any action, prepared on a monthly basissuit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality, including a balance sheet and statement of operations for such months and, as soon as preparedwithout limitation, any agency of the Department of Health and Human Services or its Office of Inspector General, affecting a Credit Party or any Subsidiary or any property of such Person, or to which a Credit Party or any Subsidiary is a party (other budgets than litigation where the insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) and in which an adverse determination or revised budgets prepared result would constitute a Material Adverse Occurrence; or (ii) any adverse development which occurs in any litigation, arbitration or governmental investigation or proceeding previously disclosed by a Credit Party or any Subsidiary which, if determined adversely to a Credit Party or a Subsidiary would constitute a Material Adverse Occurrence, a notice from the Company. Each Investor agrees that Borrowers’ Agent describing the nature and status thereof and what action the Credit Parties propose to take with respect thereto. (n) Promptly upon the mailing or filing thereof, copies of all financial statements, reports and proxy statements mailed to any information obtained by Credit Party’s shareholders, and copies of all registration statements, periodic reports and other documents filed with the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company Securities and Exchange Commission (or otherwise confidential will not, unless such Investor shall otherwise be required by law any successor thereto) or the rules of any national securities exchange or association, be disclosed without the prior written consent exchange. (o) Within three (3) Business Days after a Senior Officer of any Credit Party becoming aware of any of the Company. The Investor may disclose such proprietary following for which an adverse determination or confidential information result would reasonably be expected to constitute or result in a Material Adverse Occurrence: (i) Notice of any investigation or audit outside of ordinary course, or pending or threatened proceedings relating to any partner violation by any Credit Party, any of its Subsidiaries, or representative any health care facility to which a Credit Party or any of Investor its Subsidiaries provides services, of any Health Care Laws (including, without limitation, any investigation or audit or proceeding involving violation of any of the Medicare and/or Medicaid fraud and abuse provisions); (ii) Copies of any written recommendation from any Governmental Authority or other regulatory body that a Credit Party or any Subsidiary should have its licensure or accreditation revoked, have its eligibility to participate in, or to accept assignments or rights to reimbursement revoked under any governmental health care program, including, without limitation, CHAMPVA, TRICARE, Medicare and Medicaid; (iii) Notice of any claim to recover any alleged material overpayments with respect to any Receivables, except with respect to those for the purpose which an appropriate reserve has been established, including, without limitation, payments received from any private insurance carrier and from any governmental health care program, including, without limitation, CHAMPVA, TRICARE, Medicare and Medicaid; (iv) Notice of evaluating its investment termination of eligibility of a Credit Party, any Subsidiary, or any health care facility to which a Credit Party provides services to participate in any reimbursement program of any private insurance carrier or other Obligor applicable to it; (v) Notice of any material reduction in the Company as long as such partner level of reimbursement expected to be received with respect to any Receivables; (vi) Notice of any reimbursement payment contract or representative is advised process that results or may result in any claim against a Credit Party or any Subsidiary (including on account of overpayments, settlement payments, appeals, repayment plan requests); and (vii) Copies of any report or communication from any Governmental Authority in connection with any inspection of any facility of a Credit Party or any Subsidiary. (p) Prior notice of any proposed replacement of the confidentiality provisions Borrowers’ accountants and such information that Agent may reasonably request in connection therewith, including, without limitation, the reasons for such replacement. (q) From time to time, such other information regarding the business, operation and financial condition of this Section 5.1 any Credit Party and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationSubsidiaries as the Agent may reasonably request.

Financial Statements and Reports. The Company will maintain true books Borrower shall provide the Facility Agent with the following documents, both as originals (at the Facility Agent’s request, in sufficient quantities for the Lenders) and records as electronic copies thereof (and with respect to the Guarantor’s documents, in either the German language or the English language): a) the annual financial statements (balance sheet, income statement and, in the case of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. As long as an Investor subparagraph (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securitiesi), the Company shall deliver to such Investorsnotes, management report and cash flow statement) for each fiscal year beginning with fiscal year 2010 for: (i) the Guarantor (consolidated and audited together with the audit and management reports); (ii) the Borrower (unconsolidated individual financial statements, but audited together with the audit and management report); and (iii) First Solar Holdings GmbH and First Solar GmbH (in each case the unconsolidated individual financial statements, but — if available — audited and/or consolidated); with those documents being provided as soon as practicable after the end of each fiscal year of the Companythey become available but, and in any event case, no later than within one hundred twenty (120) 120 days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and (ii) as soon as practicable after the end of each fiscal quarter of the Company, and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such quarter and consolidated statements of income, stockholders’ equity and cash flows for such quarter, which quarter-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to following the end of each fiscal year: and b) a report on the use and processing of the Loan within 90 days after the end of each half-year; and c) the unaudited and unconsolidated quarterly financial statements (balance sheet, a budget income statement) of the Borrower and business plan the consolidated quarterly financial statements (balance sheet, income statement) of the Guarantor for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, each quarter as soon as preparedthose documents become available but, in any other budgets or revised budgets prepared by case, no later than within 90 days following the Companyend of each quarter of the Borrower’s fiscal year. Each Investor agrees that any of these quarterly financial statements must contain, inter alia, information obtained by on the Investor pursuant to this Section 5 which is identified by quarter in question, the Company to be proprietary to year-to-date balance [Jahressaldo], the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent same quarter of the Company. The Investor may disclose such proprietary or confidential information to any partner or representative of Investor previous year and the year-to-date balance for the purpose of evaluating its investment in previous fiscal year. In addition, a report from the Company as long as such partner or representative is advised managing director(s) regarding the Progress of the confidentiality provisions Project must accompany each quarterly financial statement of the Borrower during the construction phase of the Production Facility FFO2. All audited financial statements, which are submitted under this Section 5.1 Agreement, must be audited by an independent and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationrecognized auditor and certified with an unqualified audit report.

Financial Statements and Reports. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant Furnish to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. Bank: (a) As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to such Investors, (i) as soon as practicable available and in any event within 120 days after the end of each fiscal year of the CompanyBorrower, the consolidated annual audit reports of the Borrower (and its Subsidiaries) prepared on a consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, changes in financial position and stockholders' equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by independent certified public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Bank, together with any management letters, management reports or other supplementary comments or reports to the Borrower or its board of directors furnished by such accountants, and a statement by the accounting firm performing such audit stating that it has reviewed this Agreement and that in performing its examination nothing came to its attention that caused it to believe that any Default or Event of Default exists, or, if such Default or Event of Default exists, describing its nature. (b) As soon as available and in any event within one hundred twenty (120) 120 days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and (ii) as soon as practicable after the end of each fiscal quarter year of Borrower, the Companyunaudited annual financial statements of SIC prepared in conformity with NAIC Standards and the unaudited annual financial statements of SMI and SREI prepared in conformity with GAAP, each certified by the Borrower's chief financial officer or controller, consisting of at least statements of income, cash flow, changes in financial position and stockholders' equity, and a balance sheet as at the end of such year setting forth in each case in comparative form corresponding figures from the previous annual financial statements. (c) As soon as available and in any event within sixty (60) 45 days thereafter, an unaudited, consolidated balance sheet after the end of the Company first three fiscal quarters of each fiscal year of Borrower, the unaudited financial statements of SIC prepared in conformity with NAIC Standards and its subsidiariesthe unaudited financial statements of SMI and SREI prepared in conformity with GAAP (except for the absence of footnotes and subject to year-end audit adjustments), if anyeach certified by the Borrower's chief financial officer or controller, as consisting of at least statements of income, cash flow, changes in financial position and stockholders' equity for such quarter and for the period from the beginning of such fiscal year to the end of such quarter quarter, and consolidated statements a balance sheet as at the end of income, stockholders’ equity and cash flows for such quarter. (d) Together with the financial statements furnished by the Borrower under Sections 8. 1 (a) and 8.1 (c), which quarter-end a Compliance Certificate in ----------- ----- ------- substantially the form of Exhibit C signed by the chief financial reports shall be officer or controller of the Borrower. (e) As soon as available and in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, any event within thirty (30) 30 days prior to after the end of each fiscal yearmonth, Borrower's internal Monthly Investment Division Report describing investments and returns on investments made by Borrower and its Subsidiaries, as such report may be amended or modified from time to time, signed by Borrower's chief financial officer or controller. (f) Immediately upon an Executive Officer of Borrower becoming aware thereof, notice of any change in SIC's Claims Paying Ability Rating. (g) Immediately upon an Executive Officer of Borrower becoming aware of any Default or Event of Default, a budget notice describing the nature thereof and business plan for what action the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. Each Investor agrees that any information obtained by the Investor pursuant Borrower proposes to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent of the Company. The Investor may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationtake with respect thereto.

Financial Statements and Reports. The Company will maintain true books Furnish to the Agent: (a) As soon as available and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, event the Company shall deliver to such Investors, earlier of: (i) as soon as practicable within five days of filing with the Securities and Exchange Commission, or (ii) within 120 days after the end of each fiscal year of the CompanyBorrower, the annual audit report of the Borrower and its Subsidiaries prepared on a consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, changes in financial position and stockholders’ equity, and a consolidated balance sheet as at the end of such year, certified without qualification by independent certified public accountants of recognized standing selected by the Borrower and acceptable to the Agent, together with any management letters, management reports or other supplementary comments or reports to the Borrower or its board of directors furnished by such accountants and requested by the Agent. (b) as soon as available, and in any event the earlier of: (i) within one hundred twenty (120) five days thereafterof filing with the Securities and Exchange Commission, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such year and consolidated statements of income, stockholders’ equity and cash flows for such year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles and audited by an accounting firm of national standing, and or (ii) as soon as practicable within 45 days after the end of each fiscal quarter quarter, consolidated unaudited balance sheets of the Company, and in any event within sixty (60) days thereafter, an unaudited, consolidated balance sheet of the Company Borrower and its subsidiaries, if any, Subsidiaries as of the end of each such fiscal quarter and related consolidated statements statement of income, stockholders’ equity cash flow and cash flows changes in financial position of the Borrower and its Subsidiaries for each such quartermonth and for the year to date, which quarter-end financial reports shall be in reasonable detaildetail and stating in comparative form the figures for the corresponding date and period in the previous year, all prepared in accordance with GAAP applied on a basis consistent with the accounting practices reflected in the annual financial statements referred to in Section 4.5. (c) Together with the financial statements furnished under (a) and (b), a certificate of the Borrower’s chief financial officer, substantially in the form of Exhibit B hereto, stating (i) that such financial statements have been prepared in accordance with generally accepted accounting principles. The Company will further deliver , consistently applied, and fairly represent the Borrower’s combined, consolidated and consolidating financial position and the results of its operations for such period, (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto, and (iii) all relevant facts and reasonable detail to such Investorevidence, and the computations as to, whether or not the Borrower is in compliance with all financial covenants set forth in this Agreement. (d) As soon as available and in any event within thirty (30) 90 days prior to after the end beginning of each fiscal yearyear of the Borrower, a budget the Borrower will deliver to the Lender the projected financial statements of the Borrower and business plan its Subsidiaries for the next such fiscal year, prepared on each in reasonable detail, representing the Borrower’s good faith projections and certified by the Borrower’s chief financial Officer as being the most accurate projections available and identical to the projections used by the Borrower for internal planning purposes, together with a monthly basis, including a balance sheet and statement of operations for underlying assumptions and such months supporting schedules and information as the Agent may in its discretion require. (e) Promptly upon their distribution, copies of all financial statements, reports and proxy statements, which the Borrower shall have sent to its shareholders. (f) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower and copies of all annual, regular, periodic and special reports and registration statements that Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or Section 15(d) of the Exchange Act, and, in each case, not otherwise required to be delivered to Agent pursuant hereto. (g) Immediately upon becoming aware of any Default or Event of Default, a notice describing the nature thereof and what action the Borrower proposes to take with respect thereto. (h) Immediately upon becoming aware of the occurrence, with respect to any Plan, of any Reportable Event (other than a Reportable Event for which the reporting requirements have been waived by PBGC regulations) or any “prohibited transaction” (as soon as prepareddefined in Section 4975 of the Code), a notice specifying the nature thereof and what action the Borrower proposes to take with respect thereto, and, when received, copies of any other budgets notice from PBGC of intention to terminate or revised budgets prepared have a trustee appointed for any Plan. (i) Immediately upon becoming aware of the occurrence thereof, notice of the institution of any litigation, arbitration or governmental proceeding, or the rendering of a judgment or decision in such litigation or proceeding, which could constitute a Material Adverse Effect, and the steps being taken by the Company. Each Investor agrees that any Person(s) affected by such proceeding. (j) From time to time, such other information obtained by regarding the Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the Company or otherwise confidential will notbusiness, unless such Investor shall otherwise be required by law or the rules of any national securities exchange or association, be disclosed without the prior written consent operation and financial condition of the Company. The Investor Borrower and the Subsidiaries as the Agent may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not to disclose such informationreasonably request.