Common use of Financial Statements, Certificates and Other Information Clause in Contracts

Financial Statements, Certificates and Other Information. The Guarantor will furnish to the Bank: (a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of the Guarantor, an unaudited consolidated balance sheet for the Guarantor and its Subsidiaries as at the end of such quarter, and an unaudited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and have been prepared in accordance with generally accepted accounting principles consistently applied, subject, however, to audit and year-end adjustments; 12 12 (b) as soon as available but in any event within ninety (90) days after the end of each fiscal year, an audited consolidated balance sheet for the Guarantor and its Subsidiaries as at the end of such fiscal year, and an audited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Coopers & Lybrxxx xx other independent certified public accountants of nationally recognized standing selected by the Guarantor and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by the Guarantor, and otherwise, without qualification except as therein noted; (c) accompanying each set of financial statements of the Guarantor furnished pursuant to paragraph (a) or (b) above, an Officer's Certificate stating that a review of the activities of the Guarantor and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantor and the Borrower has kept, observed, performed and fulfilled each and every covenant and condition of each of the Loan Documents to which it is a party and either (i) stating that, to the best of his knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party, or (ii) if any such default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantor or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto; (d) accompanying each set of financial statements of the Guarantor set forth in paragraph (b) above, a certificate of the accounting firm stating that they have read a copy of this Guaranty and that, in the course of their regular audit of the business of the Guarantor, which was conducted in accordance with generally accepted auditing standards, nothing has come to their attention that caused them to believe that any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has occurred during the fiscal year in question or exists at the date of such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guarxxxxx 00 00 or the Borrower is a party has so existed or exists, a statement as to the nature thereof; (e) contemporaneously with the filing or mailing thereof, copies of such other financial statements or reports as the Guarantor shall send to its stockholders, and copies of all regular, and periodic and other reports which the Guarantor may be required to file with the Securities and Exchange Commission or any other governmental commission, department, board, bureau or agency, federal or state (including without limitation all reports on Forms 10-K, 10-Q and 8-K); and (f) with reasonable promptness, such other information relating to the business or financial affairs of the Guarantor as the Bank may reasonably request.

Financial Statements, Certificates and Other Information. The Guarantor Borrower will furnish or cause to be furnished to the BankBank with regard to the Borrower, Marketing, Properties and Realty, as the case may be: (a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of the GuarantorRealty and Marketing, an unaudited consolidated balance sheet sheets for the Guarantor Realty and its Subsidiaries and for Marketing as at the end of such quarter, and an unaudited consolidated statement statements of income and statement summaries of changes in financial position for the Guarantor Realty and its Subsidiaries and for Marketing for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and have been prepared in accordance with generally accepted accounting principles consistently applied, in each case the financial statements for Realty and its Subsidiaries shall be certified by the chief financial officer of Realty, subject, however, however to audit and year-end adjustments; 12 12; (b) as soon as available but in any event within ninety (90) days after the end of each fiscal yearyear of Realty and Marketing, an audited consolidated balance sheet sheets for the Guarantor Realty and its Subsidiaries and for Marketing as at the end of such fiscal year, year and an audited consolidated statement statements of income and statement summaries of changes in financial position for the Guarantor Realty and its Subsidiaries and for Marketing for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Coopers & Lybrxxx xx other independent certified public accountants of nationally recognized standing selected by Realty or Marketing, as the Guarantor case may be, and 6 acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by the Guarantor, Realty or Marketing and otherwise, otherwise without qualification except as therein noted; (c) accompanying each set of financial statements of to the Guarantor furnished pursuant to paragraph extent available, if at all, as soon as available but in any event within one hundred eighty (a180) or (b) above, an Officer's Certificate stating that a review of days after the activities of the Guarantor and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantor and the Borrower has kept, observed, performed and fulfilled each and every covenant and condition end of each fiscal year of the Loan Documents to which it is a party and either (i) stating thatRealty or Marketing, any CPA management letters prepared for Realty or any of its Subsidiaries relating to the best of his knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party, or (ii) if any such default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantor or the Borrower, as appropriate, has taken, is taking or proposes to take with respect theretoannual audit; (d) accompanying as soon as available but in any event within forty-five (45) days after the end of each set fiscal quarter of financial statements Realty and ninety (90) days after the end of each fiscal year of Realty, a statement from the Borrower of the Guarantor set forth in paragraph (b) aboveFunded Debt to EBITDA Ratio as of the end of the most recent fiscal quarter of Realty and Marketing, together with a certificate of the accounting firm chief financial officer of the Borrower stating that they have read a copy of this Guaranty such statement fairly and that, in accurately reflects the course of their regular audit Funded Debt to EBITDA Ratio as of the business end of the Guarantor, which was conducted most recent fiscal quarter of Realty and is prepared in accordance with generally accepted auditing standards, nothing has come to their attention that caused them to believe that any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has occurred during the fiscal year in question or exists at the date of such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guarxxxxx 00 00 or the Borrower is a party has so existed or exists, a statement as to the nature thereof; (e) contemporaneously with the filing or mailing thereof, copies of such other financial statements or reports as the Guarantor shall send to its stockholders, and copies of all regular, and periodic and other reports which the Guarantor may be required to file with the Securities and Exchange Commission or any other governmental commission, department, board, bureau or agency, federal or state (including without limitation all reports on Forms 10-K, 10-Q and 8-K)accounting principles consistently applied; and (fe) with reasonable promptness, such other information relating to the business or financial affairs of the Guarantor Borrower, Marketing, Properties or Realty as the Bank may reasonably request.

Financial Statements, Certificates and Other Information. The Guarantor Borrower will furnish or cause to be furnished to the BankBank with regard to the Borrower, Properties and Realty, as the case may be: (a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of the GuarantorRealty, an unaudited consolidated balance sheet sheets for the Guarantor Realty and its Subsidiaries as at the end of such quarter, and an unaudited consolidated statement statements of income and statement of changes in financial position cash flows for the Guarantor Realty and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and have been quarter prepared in accordance with generally accepted accounting principles consistently applied, in each case the financial statements for realty and its Subsidiaries shall be certified by the chief financial officer of Realty, subject, however, however to audit and year-end adjustments; 12 12. (b) as soon as available but in any event within ninety (90) days after the end of each fiscal yearyear of Realty, an audited consolidated balance sheet sheets for the Guarantor Realty and its Subsidiaries as at the end of such fiscal year, year and an audited consolidated statement statements of income and statement of changes in financial position cash flows for the Guarantor Realty and its Subsidiaries for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Price Waterhouse Coopers & Lybrxxx xx LLP or other independent certified public accountants of nationally recognized standing selected by Realty, as the Guarantor case may be, and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by the Guarantor, Realty and otherwise, otherwise without qualification except as therein noted; (c) accompanying each set of financial statements of the Guarantor Realty furnished pursuant to paragraph (a) or (b) above, an Officerofficer's Certificate certificate executed by the chief financial officer of the Borrower and Realty stating that a review of the activities of the Guarantor Guarantors and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantor Guarantors and the Borrower has kept, observed, performed and fulfilled each and every covenant and condition of each of complied with the Loan Documents to which it is a party and either (i) stating that, to the best of his or her knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any default under any existing loan Default or credit agreement to which the Guarantor or the Borrower is a party, Event of Default; or (ii) if any such default under any existing loan Default or credit agreement to which the Guarantor or the Borrower is a party existed or Event of Default exists, specifying the nature thereof, the period of existence thereof and what action the Guarantor Guarantors or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto; (d) accompanying to the extent available, if at all, as soon as available but in any event within one hundred eighty (180) days after the end of each set of financial statements of the Guarantor set forth in paragraph (b) above, a certificate of the accounting firm stating that they have read a copy of this Guaranty and that, in the course of their regular audit of the business of the Guarantor, which was conducted in accordance with generally accepted auditing standards, nothing has come to their attention that caused them to believe that any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has occurred during the fiscal year in question of Realty, any CPA management letters prepared for Realty or exists at the date any of such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guarxxxxx 00 00 or the Borrower is a party has so existed or exists, a statement as its Subsidiaries relating to the nature thereof; (e) contemporaneously with the filing or mailing thereof, copies of such other financial statements or reports as the Guarantor shall send to its stockholders, and copies of all regular, and periodic and other reports which the Guarantor may be required to file with the Securities and Exchange Commission or any other governmental commission, department, board, bureau or agency, federal or state (including without limitation all reports on Forms 10-K, 10-Q and 8-K)annual audit; and (fe) with reasonable promptness, such other information relating to the business or financial affairs of the Guarantor Borrower, Properties or Realty as the Bank may reasonably request.

Financial Statements, Certificates and Other Information. The Guarantor will furnish to the Bank: (a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of the Guarantor, an unaudited consolidated balance sheet for the Guarantor and its Subsidiaries as at the end of such quarter, and an unaudited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and have been prepared in accordance with generally accepted accounting principles consistently applied, subject, however, to audit and year-end adjustments; 12 12; (b) as soon as available but in any event within ninety (90) days after the end of each fiscal year, an audited consolidated balance sheet for the Guarantor and its Subsidiaries as at the end of such fiscal year, and an audited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Coopers & Lybrxxx xx other independent certified public accountants of nationally recognized standing selected by the Guarantor and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by the Guarantor, and otherwise, without qualification except as therein noted; (c) accompanying each set of financial statements of the Guarantor furnished pursuant to paragraph (a) or (b) above, an Officer's Certificate stating that a review of the activities of the Guarantor and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantor and the Borrower has kept, observed, performed and fulfilled each and every covenant and condition of each of the Loan Documents to which it is a party and either (i) stating that, to the best of his knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party, or (ii) if any such default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantor or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto; (d) accompanying each set of financial statements of the Guarantor set forth in paragraph (b) above, a certificate of the accounting firm stating that they have read a copy of this Guaranty Agreement and that, in the course of their regular audit of the business of the Guarantor, which was conducted in accordance with generally accepted auditing standards, nothing has come to their attention that caused them to believe that any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has occurred during the fiscal year in question or exists at the date of such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guarxxxxx 00 00 Guarantor or the Borrower is a party has so existed or exists, a statement as to the nature thereof; (e) contemporaneously with the filing or mailing thereof, copies of such other financial statements or reports as the Guarantor shall send to its stockholders, and copies of all regular, and periodic and other reports which the Guarantor may be required to file with the Securities and Exchange Commission or any other governmental commission, department, board, bureau or agency, federal or state (including without limitation all reports on Forms 10-K, 10-Q and 8-K); and (f) with reasonable promptness, such other information relating to the business or financial affairs of the Guarantor as the Bank may reasonably request.

Financial Statements, Certificates and Other Information. The Guarantor will furnish to the Bank: (a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of the Guarantor, an unaudited consolidated balance sheet for the Guarantor and its Subsidiaries as at the end of such quarter, and an unaudited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and have been prepared in accordance with generally accepted accounting principles consistently applied, subject, however, to audit and year-end adjustments; 12 12; (b) as soon as available but in any event within ninety (90) days after the end of each fiscal year, an audited consolidated balance sheet for the Guarantor and its Subsidiaries as at the end of such fiscal year, and an audited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Coopers & Lybrxxx xx other independent certified public accountants of nationally recognized standing selected by the Guarantor and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by the Guarantor, and otherwise, without qualification except as therein noted; (c) accompanying each set of financial statements of the Guarantor furnished pursuant to paragraph (a) or (b) above, an Officer's Certificate stating that a review of the activities of the Guarantor and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantor and the Borrower has kept, observed, performed and fulfilled each and every covenant and condition of each of the Loan Documents to which it is a party and either (i) stating that, to the best of his knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party, or (ii) if any such default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantor or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto; (d) accompanying each set of financial statements of the Guarantor set forth in paragraph (b) above, a certificate of the accounting firm stating that they have read a copy of this Guaranty and that, in the course of their regular audit of the business of the Guarantor, which was conducted in accordance with generally accepted auditing standards, nothing has come to their attention that caused them to believe that any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has occurred during the fiscal year in question or exists at the date of such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guarxxxxx 00 00 or the Borrower is a party has so existed or exists, a statement as to the nature thereof; (e) contemporaneously with the filing or mailing thereof, copies of such other financial statements or reports as the Guarantor shall send to its stockholders, and copies of all regular, and periodic and other reports which the Guarantor may be required to file with the Securities and Exchange Commission or any other governmental commission, department, board, bureau or agency, federal or state (including without limitation all reports on Forms 10-K, 10-Q and 8-K); and (f) with reasonable promptness, such other information relating to the business or financial affairs of the Guarantor as the Bank may reasonably request.

Financial Statements, Certificates and Other Information. The Guarantor Company will furnish to each of the BankBanks: (a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any each fiscal year year, unaudited consolidated financial statements of the Guarantor, an unaudited consolidated balance sheet for the Guarantor Company and its Subsidiaries as at the end of such quarterSubsidiaries, and an unaudited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and have been prepared in accordance with generally accepted accounting principles consistently appliedconsistent with those used in the preparation of the financial statements for the preceding quarter, except in instances when changes to such principles are required by authoritative rule-making bodies or adopted as preferable methods of accounting and reported as such by the Company's independent accountants, in each case certified by the chief financial officer, Controller or Treasurer of the Company, subject, however, to audit and year-end adjustments; 12 12; (b) as soon as available but in any event within ninety (90) days after the end of each fiscal year, an audited consolidated balance sheet for financial statements of the Guarantor Company and its Subsidiaries as at the end of such fiscal yearSubsidiaries, and an audited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for such fiscal year, all prepared in accordance with generally accepted accounting principles consistently appliedconsistent with those used in the preparation of the financial statements for the preceding fiscal year, except in instances when changes to such principles are required by authoritative rule-making bodies or adopted as preferable methods of accounting and reported as such by the Company's independent accountants, in each case accompanied by the opinion of and report certified by Coopers & Lybrxxx xx other independent certified public accountants of nationally recognized standing selected by the Guarantor Company and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by the Guarantor, and otherwise, without qualification except as therein notedBanks; (c) accompanying each set of financial statements of the Guarantor furnished pursuant to paragraph clauses (a) or and (b) above, an a certificate signed by the President, Chief Financial Officer's Certificate , or Treasurer of the Company setting forth calculations showing compliance or noncompliance, at the end of the quarter or year being reported on, with Sections 5.7 and 6.1 hereof and stating that a review of the activities of the Guarantor and the Borrower Company during the period covered by such financial statements has been made under the immediate supervision of the signer with a view to determining whether, during such period, each of the Guarantor Company and the Borrower has its Subsidiaries have kept, observed, performed and fulfilled each and every covenant and condition of each of the Loan Documents to which it is a party this Agreement and either (i) stating that, to the best of his knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any default under any existing loan Default or credit agreement to which the Guarantor or the Borrower is a partyEvent of Default, or (ii) if any such default under any existing loan Default or credit agreement to which the Guarantor or the Borrower is a party Event of Default existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantor or the Borrower, as appropriate, Company has taken, is taking or proposes to take with respect thereto; (d) accompanying each set upon request of financial statements any Bank and promptly upon receipt by the Company, copies of the Guarantor set forth all material management letters or other reports submitted to it by independent accountants in paragraph (b) above, a certificate of the accounting firm stating that they have read a copy of this Guaranty and that, in the course of their regular connection with any annual or interim audit of the business books of the Guarantor, which was conducted in accordance with generally accepted auditing standards, nothing has come to their attention that caused them to believe that any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has occurred during the fiscal year in question or exists at the date of Company made by such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guarxxxxx 00 00 or the Borrower is a party has so existed or exists, a statement as to the nature thereofaccountants; (e) contemporaneously with the filing mailing, filing, submission or mailing other distribution thereof, copies of such all financial statements, reports, notices, proxy statements and other financial statements or reports as documents sent by the Guarantor shall send Company to its stockholders, and copies of all regular, and periodic and other reports which stockholders or filed with or submitted by the Guarantor may be required Company to file with the Securities and Exchange Commission or any other governmental commissionCommission; (f) within forty-five days after the beginning of each calendar quarter, departmenta borrowing base certificate, boardincluding a summary of agings of accounts receivable and categories of inventory, bureau or agencyin a form satisfactory to the Agent and signed by an authorized officer of the Company, federal or state (including without limitation containing all reports on Forms 10-K, 10-Q and 8-K)information as shall be necessary to enable the Agent to determine the Borrowing Base as of such date; and (fg) with reasonable promptness, such other information relating to the business or financial affairs of the Guarantor Company and its Subsidiaries as any of the Bank Banks, through the Agent, may reasonably request. The Company authorizes the Agent and the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental or regulatory authorities where required by law.

Financial Statements, Certificates and Other Information. The Guarantor will furnish to the Bank: (a) as soon as available but in any event within forty-five Deliver, or cause the Company to deliver, to the Agent for prompt further distribution to each Lender (45i) days after the end of each of the first three fiscal quarters financial statements, certificates and other documents and information (including, but not limited to, any debtor-in-possession budget, cash flow projections and other usual and customary information for debtor-in-possession financings) required to be delivered pursuant to the Exit Financing Notes Indenture, the First Lien Credit Agreement and/or any DIP Facility, in any fiscal year each case, on the same dates required to be delivered thereunder and (ii) from and after the Exit ABL Facility Effective Date (if any), each of the Guarantorfinancial statements, an unaudited consolidated balance sheet for certificates and other documents and information required to be delivered pursuant to the Guarantor and its Subsidiaries as at Exit Financing Notes Indenture and/or [the end of such quarterExit Term Facilities], and an unaudited consolidated statement of income and statement of changes in financial position for each case, on the Guarantor and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and have been prepared in accordance with generally accepted accounting principles consistently applied, subject, however, same dates required to audit and year-end adjustments; 12 12be delivered thereunder; (b) as soon as available but in concurrently with the delivery of any event within ninety financial statements pursuant to Sections 5.1(a)(i) and 5.1(a)(ii), a Compliance Certificate of a Responsible Officer of the Borrower that shall include, or have appended thereto, a statement that such Responsible Officer of the Borrower has obtained no knowledge of any continuing Event of Default, or if any such Event of Default has occurred and is continuing, specifying the nature and extent thereof and any action taken or proposed to be taken with respect thereto (90) days after the end of each fiscal year, an audited consolidated balance sheet for the Guarantor and its Subsidiaries as at the end of such fiscal year, and an audited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for such fiscal year, prepared in accordance which shall include calculations with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Coopers & Lybrxxx xx other independent certified public accountants of nationally recognized standing selected by the Guarantor and acceptable respect to the Bank, Financial Covenant irrespective of whether a Covenant Trigger Event exists at such opinion to be unqualified as to scope limitations imposed by the Guarantor, and otherwise, without qualification except as therein notedtime); (c) accompanying each set of financial statements of from and after the Guarantor furnished pursuant to paragraph (a) or (b) aboveClosing Date, an Officer's Certificate stating that a review of the activities of the Guarantor and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantor and the Borrower has kept, observed, performed and fulfilled each and every covenant and condition of each of the Loan Documents to which it is a party and either (i) stating thatunless clause (ii) below applies, not later than 5:00 p.m., New York City time on or before the twentieth (20th) day of each Fiscal Month (or, with respect to the best first two Fiscal Months following the Closing Date, the thirtieth (30th) day of his knowledge each such Fiscal Month) (any Borrowing Base Certificate delivered in accordance with this clause (i), a “Monthly Borrowing Base Certificate”) or more frequently as the Borrower may elect, so long as the frequency of delivery is maintained by the Borrower for the immediately following sixty (60) day period, and belief, there neither exists (ii) during any period commencing on the date on which Specified Excess Availability shall have been less than the greater of such certificate(x)10.0% of the Line Cap (without giving effect to any increase thereof during an Agent Advance Period) and (y) $17,500,000 for five consecutive Business Days, nor existed and ending on the date that Specified Excess Availability shall have been at least the greater of (x) 10.0% of the Line Cap (without giving effect to any increase thereof during such periodan Agent Advance Period) and (y) $17,500,000 for 20 consecutive calendar days, not later than 5:00 p.m., New York City time, on or before Wednesday of each week (any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party, or Borrowing Base Certificate delivered in accordance with this clause (ii), a “Weekly Borrowing Base Certificate”), in each case, a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) if any substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”). A Monthly Borrowing Base Certificate shall be prepared as of the last Business Day of the preceding Fiscal Month. A Weekly Borrowing Base or other Borrowing Base Certificate delivered more frequently than monthly shall be prepared as of the last Business Day of the week or other applicable period preceding such default under any existing loan or credit agreement delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to which time by the Guarantor or the Borrower is a party existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantor or the Borrower, as appropriate, has taken, is taking or proposes to take with respect theretoAgent; (d) accompanying one (1) time during each set of financial statements Fiscal Year of the Guarantor set forth in paragraph Company (b) above, a certificate or at any time Availability is less than the greater of 20% of the accounting firm stating Line Cap and $35 million for five (5) consecutive Business Days, two (2) times in each Fiscal Year of the Company) and at any time that they have read any Event of Default exists, as often as the Agent reasonably requests a copy collateral examination of this Guaranty the Accounts, Related Rights and thatRelated Security of the Borrower and the Company, in each case, in scope and form, and conducted by the course of their regular audit Agent or from a third-party appraiser and a third-party consultant, respectively, reasonably satisfactory to the Agent and at the sole cost and expense of the business Borrower. The Agent shall deliver to each Lender, within five (5) Business Days of the Guarantorreceipt thereof, which was conducted in accordance with generally accepted auditing standards, nothing has come to their attention that caused them to believe that any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has occurred during the fiscal year in question or exists at the date of such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guarxxxxx 00 00 or the Borrower is a party has so existed or exists, a statement as each final report delivered to the nature thereofAgent pursuant to this clause (d); (e) contemporaneously with promptly after the filing or mailing thereofwritten request by any Lender, copies of such other financial statements or reports as the Guarantor shall send to its stockholders, and copies of all regular, and periodic customary documentation and other reports which information that such Lender reasonably requests in writing in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Guarantor may be required to file with PATRIOT Act and the Securities and Exchange Commission or any other governmental commission, department, board, bureau or agency, federal or state (including without limitation all reports on Forms 10-K, 10-Q and 8-K)Beneficial Ownership Regulation; and (f) with reasonable promptnesspromptly, such additional financial and other information relating to regarding the business business, legal, financial or financial corporate affairs of the Guarantor Borrower or the Company or compliance with the terms of the Loan Documents, as the Bank Agent or any Lender through the Agent may from time to time reasonably request. In no event shall the requirements set forth in Section 5.1(f) require the Borrower or the Originators to provide any such information which (i) constitutes non-financial trade secrets or non-financial proprietary information of the Borrower, the Company or any of their Subsidiaries, (ii) in respect of which disclosure to the Agent or any Lender (or their respective representatives or contractors) is prohibited by Law, fiduciary duty or Contractual Obligation (not created in contemplation thereof) or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Financial Statements, Certificates and Other Information. The Guarantor will furnish If requested by Lender, the Borrower shall deliver to the BankLender: (a) as As soon as available but practicable and, in any event event, within forty-five (45i) days after the end of each of the first three fiscal quarters in any fiscal year of the Guarantor, an unaudited consolidated balance sheet for the Guarantor and its Subsidiaries as at the end of such quarter, and an unaudited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and have been prepared in accordance with generally accepted accounting principles consistently applied, subject, however, to audit and year-end adjustments; 12 12 (b) as soon as available but in any event within ninety (90) 120 days after the end of each fiscal year, an audited consolidated balance sheet for the Guarantor sheets of K-Sea Transportation and its Subsidiaries as at the end of such fiscal year, and an audited consolidated statement statements of income income, cash flow and statement of changes in financial position members’ equity, each for the Guarantor fiscal year then ended and its Subsidiaries each setting forth in comparative form the figures for such the previous fiscal year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently appliedGAAP, and a report and opinion of the Borrower’s independent accountants, which report and opinion shall have been prepared in accordance with GAAP; (b) As soon as practicable and, in any event, within 60 days after the end of each case accompanied of the first three quarters during each fiscal year of the Borrower, an unaudited consolidated balance sheet of K-Sea Transportation and its Subsidiaries as at the end of such quarter, and consolidated statement of income, cash flow and members’ equity, each for the portion of the fiscal year then ended, each in reasonable detail and prepared in accordance with GAAP (subject to year-end adjustments), certified to the Lender by the opinion chief financial officer or other financial officer of and report by Coopers & Lybrxxx xx other independent certified public accountants of nationally recognized standing selected by the Guarantor and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by the Guarantor, and otherwise, without qualification except as therein notedentity; (c) accompanying each set Promptly upon receipt thereof, copies of financial statements all management letters and other reports of substance which are submitted to the Borrower by its independent accountants in connection with any annual or interim audit of the Guarantor furnished pursuant to paragraph (a) or (b) above, an Officer's Certificate stating that a review books of the activities of the Guarantor and the Borrower during the period covered made by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantor and the Borrower has kept, observed, performed and fulfilled each and every covenant and condition of each of the Loan Documents to which it is a party and either (i) stating that, to the best of his knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party, or (ii) if any such default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantor or the Borrower, as appropriate, has taken, is taking or proposes to take with respect theretoaccountants; (d) accompanying each set of financial statements of the Guarantor set forth in paragraph (b) above, a certificate of the accounting firm stating that they have read a copy of this Guaranty and thatAs soon as practicable and, in any event, within 10 days after the course of their regular audit of the business of the Guarantor, which was conducted in accordance with generally accepted auditing standards, nothing has come to their attention that caused them to believe that any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has occurred during the fiscal year in question or exists at the date of such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guarxxxxx 00 00 or the Borrower is a party has so existed or exists, a statement as to the nature thereof; (e) contemporaneously with the filing or mailing issuance thereof, copies of such other financial statements or and reports as the Guarantor Borrower shall send to its partners, members or stockholders, and copies of all regular, regular and periodic and other reports which the Guarantor Borrower may be required to file with the Securities and Exchange Commission or any other similar or corresponding governmental commission, department or agency substituted therefore, or any similar or corresponding governmental commission, department, board, bureau bureau, or agency, federal or state state; (e) With reasonable promptness, such financial information (including without limitation all reports on Forms 10-K, 10-Q and 8-K); andconsolidating financial statements) or other data as the Lender reasonably may request; (f) Simultaneously with reasonable promptness, such other information relating to the business or financial affairs delivery of the Guarantor financial statements referred to in clauses (a) and (b) of this §7.4, a copy of the certification signed by the principal executive officer and the principal financial officer of K-Sea Transportation (each a “Certifying Officer”) as required by Rule 13A-14 under the Bank may reasonably requestSecurities Exchange Act of 1934 and a copy of the internal controls disclosure statement by such Certifying Officer as required by Rule 13A-15 under the Securities Exchange Act of 1934, each as included in K-Sea Transportation’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, for the applicable fiscal period. Notwithstanding the forgoing, the Lender agrees to obtain the financial information required above in §§7.4(a), (b), (c), and (d) via public filings made by K-Sea Transportation with the Securities and Exchange Commission, so long as such information is available via such public filings.

Financial Statements, Certificates and Other Information. The Guarantor will furnish to the Bank: (a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of the Guarantor, an unaudited consolidated balance sheet for the Guarantor and its Subsidiaries as at the end of such quarter, and an unaudited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and have been prepared in accordance with generally accepted accounting principles consistently applied, subject, however, to audit and year-end adjustments; 12 12; (b) as soon as available but in any event within ninety (90) days after the end of each fiscal year, an audited consolidated balance sheet for the Guarantor and its Subsidiaries as at the end of such fiscal year, and an audited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Coopers & Lybrxxx xx other independent certified public accountants of nationally recognized standing selected by the Guarantor and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by the Guarantor, and otherwise, without qualification except as therein noted; (c) accompanying each set of financial statements of the Guarantor furnished pursuant to paragraph (a) or (b) above, an Officer's Certificate stating that a review of the activities of the Guarantor and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantor and the Borrower has kept, observed, performed and fulfilled each and every covenant and condition of each of the Loan Documents to which it is a party and either (i) stating that, to the best of his knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party, or (ii) if any such default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantor or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto; (d) accompanying each set of financial statements of the Guarantor set forth in paragraph (b) above, a certificate of the accounting firm stating that they have read a copy of this Guaranty and that, in the course of their regular audit of the business of the Guarantor, which was conducted in accordance with generally accepted auditing standards, nothing has come to their attention that caused them to believe that any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has occurred during the fiscal year in question or exists at the date of such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guarxxxxx 00 00 Guarantor or the Borrower is a party has so existed or exists, a statement as to the nature thereof; (e) contemporaneously with the filing or mailing thereof, copies of such other financial statements or reports as the Guarantor shall send to its stockholders, and copies of all regular, and periodic and other reports which the Guarantor may be required to file with the Securities and Exchange Commission or any other governmental commission, department, board, bureau or agency, federal or state (including without limitation all reports on Forms 10-K, 10-Q and 8-K); and (f) with reasonable promptness, such other information relating to the business or financial affairs of the Guarantor as the Bank may reasonably request.

Financial Statements, Certificates and Other Information. The Guarantor will furnish to the Bank: (a) as soon as available but in any event within forty-five (45) days after Deliver, or cause the end of Company to deliver, to the Agent for prompt further distribution to each Lender each of the first three fiscal quarters in any fiscal year financial statements, certificates and other documents and information required to be delivered pursuant to Section 4.02 of the Guarantor, an unaudited consolidated balance sheet for Exit Financing Notes Indenture on the Guarantor and its Subsidiaries as at the end of such quarter, and an unaudited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the same date thereof and have been prepared in accordance with generally accepted accounting principles consistently applied, subject, however, required to audit and year-end adjustments; 12 12be delivered thereunder; (b) as soon as available but in concurrently with the delivery of any event within ninety financial statements pursuant to Sections 5.1(a)(i) and 5.1(a)(ii), a Compliance Certificate of a Responsible Officer of the Borrower that shall include, or have appended thereto, a statement that such Responsible Officer of the Borrower has obtained no knowledge of any continuing Event of Default, or if any such Event of Default has occurred and is continuing, specifying the nature and extent thereof and any action taken or proposed to be taken with respect thereto (90) days after the end of each fiscal year, an audited consolidated balance sheet for the Guarantor and its Subsidiaries as at the end of such fiscal year, and an audited consolidated statement of income and statement of changes in financial position for the Guarantor and its Subsidiaries for such fiscal year, prepared in accordance which shall include calculations with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Coopers & Lybrxxx xx other independent certified public accountants of nationally recognized standing selected by the Guarantor and acceptable respect to the Bank, Financial Covenant irrespective of whether a Covenant Trigger Event exists at such opinion to be unqualified as to scope limitations imposed by the Guarantor, and otherwise, without qualification except as therein notedtime); (c) accompanying each set of financial statements of from and after the Guarantor furnished pursuant to paragraph (a) or (b) aboveClosing Date, an Officer's Certificate stating that a review of the activities of the Guarantor and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantor and the Borrower has kept, observed, performed and fulfilled each and every covenant and condition of each of the Loan Documents to which it is a party and either (i) stating that, to the best of his knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party, or unless clause (ii) below applies, not later than 5:00 p.m., New York City time on or before the twentieth (20th) day of each Fiscal Month (or, with respect to the first two Fiscal Months following the Closing Date, the thirtieth (30th) day of each such Fiscal Month) or more frequently as the Borrower may elect, so long as the frequency of delivery is maintained by the Borrower for the immediately following sixty (60) day period, and (ii) during any period in which a Liquidity Condition is in effect and in respect of which the Agent has delivered notice thereof as contemplated by the definition thereof, not later than 5:00 p.m., New York City time, on or before Wednesday of each week, in each case, a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”), which shall be prepared as of the last Business Day of the preceding Fiscal Month in the case of each subsequent Borrowing Base Certificate (or, if any such default under any existing loan or credit agreement to which the Guarantor or the Borrower Borrowing Base Certificate is a party existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantor or the Borrowerdelivered more frequently than monthly, as appropriate, has taken, is taking of the last Business Day of the week or proposes other applicable period preceding such delivery). Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to take with respect theretotime by the Agent; (d) accompanying one (1) time during each set of financial statements Fiscal Year of the Guarantor set forth in paragraph Company (b) above, a certificate or at any time Availability is less than the greater of 20% of the accounting firm stating Line Cap and $35 million for five (5) consecutive Business Days, two (2) times in each Fiscal Year of the Company) and at any time that they have read any Event of Default exists, as often as the Agent reasonably requests a copy collateral examination of this Guaranty the Accounts, Related Rights and thatRelated Security of the Borrower and the Company, in each case, in scope and form, and conducted by the course of their regular audit Agent or from a third-party appraiser and a third-party consultant, respectively, reasonably satisfactory to the Agent and at the sole cost and expense of the business Borrower. The Agent shall deliver to each Lender, within five (5) Business Days of the Guarantorreceipt thereof, which was conducted in accordance with generally accepted auditing standards, nothing has come to their attention that caused them to believe that any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has occurred during the fiscal year in question or exists at the date of such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guarxxxxx 00 00 or the Borrower is a party has so existed or exists, a statement as each final report delivered to the nature thereofAgent pursuant to this clause (d); (e) contemporaneously with promptly after the filing or mailing thereofwritten request by any Lender, copies of such other financial statements or reports as the Guarantor shall send to its stockholders, and copies of all regular, and periodic customary documentation and other reports which information that such Lender reasonably requests in writing in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Guarantor may be required to file with PATRIOT Act and the Securities and Exchange Commission or any other governmental commission, department, board, bureau or agency, federal or state (including without limitation all reports on Forms 10-K, 10-Q and 8-K)Beneficial Ownership Regulation; and (f) with reasonable promptnesspromptly, such additional financial and other information relating to regarding the business business, legal, financial or financial corporate affairs of the Guarantor Borrower or the Company or compliance with the terms of the Loan Documents, as the Bank Agent or any Lender through the Agent may from time to time reasonably request. In no event shall the requirements set forth in Section 5.1(f) require the Borrower or the Originators to provide any such information which (i) constitutes non-financial trade secrets or non-financial proprietary information of the Borrower, the Company or any of their Subsidiaries, (ii) in respect of which disclosure to the Agent or any Lender (or their respective representatives or contractors) is prohibited by Law, fiduciary duty or Contractual Obligation (not created in contemplation thereof) or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.