Common use of Financial Statements Reports and Other Information Clause in Contracts

Financial Statements Reports and Other Information. The Borrower shall deliver, or arrange for the delivery, to the Lender: (i) as soon as practicable and in any event within 45 days after the end of each quarter of each year, (A) the Borrower’s unaudited quarterly financial statements for the Financial Year to such quarter end, prepared in accordance with GAAP and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (ii) as soon as practicable and in any event within 90 days after the end of each Financial Year, (A) the annual consolidated financial statements of the Borrower prepared in accordance with GAAP, and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (iii) as soon as practicable, such other information in the possession of the Credit Parties with respect to their financial condition, business and/or operations including copies of all financial statements, proxy statements, material reports and other material disclosure information which the Credit Parties shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; (iv) as soon as practicable but no later than ten (10) days after the end of each calendar month, the Credit Parties shall submit to the Lender a written report concerning the business and activities of the Borrower, the Goldwedge Project, the Borrower’s other Mineral Properties and all activities and occurrences with respect thereto during the preceding calendar month, to include a summary description of actions taken with respect to the Borrower, the Goldwedge Project, and the Borrower’s other Mineral Properties, a description of actual expenditures (as compared to the Mine Plan) and such other data and information reasonably requested by the Lender, with such monthly report to be delivered in form and substance reasonably acceptable to the Lender. (v) promptly after receiving a request from the Lender, such other certificates, reports, status updates, data and information respecting the condition or operations, financial or otherwise, of any Credit Party, the Goldwedge Project and any other Project as the Lender may from time to time request, with the same to be delivered in form and substance reasonably acceptable to the Lender.

Financial Statements Reports and Other Information. The Borrower shall deliver, or arrange for the delivery, Furnish to the Lender:Administrative Agent (which will promptly furnish such information to the Lenders): (ia) as soon as practicable and available, but in any event within 45 days after the end of each quarter of each year, (A) the Borrower’s unaudited quarterly financial statements for the Financial Year to such quarter end, prepared in accordance with GAAP Applicable Law and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (ii) as soon as practicable and in any event within 90 days after the end of each Financial Year, (A) the annual consolidated financial statements of the Borrower prepared in accordance with GAAP, and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (iii) as soon as practicable, such other information in the possession of the Credit Parties with respect to their financial condition, business and/or operations including copies of all financial statements, proxy statements, material reports and other material disclosure information which the Credit Parties shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; (iv) as soon as practicable but no not later than ten ninety (1090) days after the end of each calendar monthfiscal year (commencing with the fiscal year ending June 30, 2020), a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of Holdings and its Subsidiaries as of the close of such fiscal year and the consolidated results of its operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be accompanied by customary management’s discussion and analysis and audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification, other than solely with respect to an upcoming maturity date of Indebtedness or a potential inability to satisfy a financial covenant, or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present, in all material respects, the Credit Parties shall submit to financial condition and results of operations of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP, supporting schedules reconciling such consolidated balance sheet and related statements of operations and cash flows with the Lender a written report concerning the business consolidated financial condition and activities results of operations of Holdings or the Borrower, as applicable, for the Goldwedge Projectrelevant period (it being understood that the delivery by the Borrower of annual reports on Form 10-K of Holdings and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein); (b) as soon as available, but in any event in accordance with Applicable Law and not later than forty-five (45) days after the end of each fiscal quarter (commencing with the fiscal quarter ending September 30, 2020), a consolidated balance sheet and related statements of operations and cash flows showing the financial position of Holdings and its Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall be in reasonable detail and which consolidated balance sheet and related statements of operations and cash flows shall be accompanied by customary management’s discussion and analysis and certified by a Financial Officer of the Borrower on behalf of the Borrower as fairly presenting, in all material respects, the financial position and results of operations of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), supporting schedules reconciling such consolidated balance sheet and related statements of operations and cash flows with the consolidated financial position and results of operations of Holdings or the Borrower, as applicable, for the relevant period (it being understood that the delivery by the Borrower of quarterly reports on Form 10-Q of Holdings and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the extent such quarterly reports include the information specified herein); (c) within thirty (30) days after the end of each month (for each of the first two (2) months of each fiscal quarter), a balance sheet and related statements of operations and cash flows showing the financial position of Holdings and its Subsidiaries as of the close of such month and the consolidated results of its operations during such month, all of which shall be in reasonable detail; (d) concurrently with any delivery of financial statements under paragraphs (a) or (b) above, a Compliance Certificate certifying that no Default or Event of Default has occurred or, if such a Default or an Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (e) except to the extent otherwise specified, by Thursday of every calendar week prepared as of the close of business on Saturday of the previous week, delivered electronically in a text formatted file similar to the file provided under the ABL DIP Credit Agreement, a reconciliation of the loan balance per the Borrower’s general ledger to the loan balance under this Agreement; (f) [reserved]; (g) promptly upon the Administrative Agent’s reasonable request, information relating to the Collateral to the extent available using commercially reasonable efforts; (h) promptly after the same become publicly available, copies of all periodic and other Mineral Properties publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Borrower or any of its Subsidiaries with the SEC or any securities exchange, or distributed to its stockholders generally, as applicable and all activities press releases and occurrences with respect thereto during the preceding calendar month, to include a summary description other statements made available generally by Holdings or any of actions taken with respect its Subsidiaries to the Borrowerpublic concerning material developments in the business of Holdings or any of its Subsidiaries; (i) [Reserved]; (j) promptly following a request therefor, (x) such other information regarding compliance with the Goldwedge Projectterms of this Agreement, as the Administrative Agent or any Lender may reasonably request, and the Borrower’s other Mineral Properties, a description of actual expenditures (as compared to the Mine Plany) information and such other data and information documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation; (k) promptly upon any extension thereof, notice from the ABL DIP Agent that it has agreed to extend a Case Milestone; (l) promptly following reasonable request therefore from the Administrative Agent, copies of (i) any documents described in Sections 101(f) and/or (j) of ERISA with respect to any Plan, and/or (ii) any notices or documents described in Sections 101(f), (k) and/or (l) of ERISA requested with respect to any Multiemployer Plan; provided, that if any Loan Party or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Plan or Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Party(ies) and/or the ERISA Affiliate(s) shall promptly make a request for such documents or notices from such administer or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; (m) promptly, from time to time, such other information regarding compliance with the terms of any Loan Document, as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender, with such monthly report ); and (n) documents required to be delivered in form pursuant to this Section 5.04 may be delivered electronically and substance reasonably acceptable if so delivered, shall be deemed to have been delivered on the Lender. date (vi) promptly after receiving on which Holdings or the Borrower (or a request from the Lenderrepresentative thereof) posts such documents (or provides a link thereto) at xxx.xxxxxxxxxxxxxx.xxx; provided that, such other certificates, reports, status updates, data and information respecting the condition or operations, financial or otherwise, of any Credit Party, the Goldwedge Project and any other Project as the Lender may from time than with respect to time request, with the same items required to be delivered in form pursuant to Section 5.04(e) above, Holdings or the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at xxx.xxxxxxxxxxxxxx.xxx and substance reasonably acceptable provide to the LenderAdministrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are delivered by Holdings or the Borrower to the Administrative Agent for posting on behalf of Holdings and the Borrower on IntraLinks, SyndTrak or another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) with respect to any item required to be delivered pursuant to Section 5.04(e) above in respect of information filed by Holdings or its applicable Parent Entity with any securities exchange or with the SEC or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority.

Financial Statements Reports and Other Information. The Borrower shall deliverDeliver to the Lender, or arrange for the delivery, cause to be delivered to the Lender: (i) as soon as practicable and in any event within 45 60 days after the end of each quarter Financial Quarter of each yearFinancial Year, (A) the Borrower’s unaudited quarterly financial statements for the such Financial Year to such quarter endQuarter, prepared in accordance with GAAP and TSX rules and regulations and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (ii) as soon as practicable and in any event within 90 120 days after the end of each Financial Year, (A) the annual consolidated audited financial statements of the Borrower for such Financial Year prepared in accordance with GAAP, GAAP and TSX rules and regulations and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (iii) as soon as practicable, such other information in the possession of the any Credit Parties Party with respect to their its financial condition, business and/or operations including copies of all financial statements, proxy statements, material reports and other material disclosure information which the any Credit Parties Party shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; (iv) as soon as practicable but no later than ten (10) 10 days after the end of each calendar month, the Credit Parties shall submit to the Lender a written report concerning the its business and activities of the Borroweractivities, the Goldwedge Project, Borealis Project and the Borrower’s other Mineral Mining Properties and all activities and occurrences with respect thereto during the preceding calendar month, to month and shall include a summary description of actions taken with respect to the Borrower, the Goldwedge Borealis Project, and the Borrower’s other Mineral Mining Properties, a description of actual expenditures (as compared to the Mine Planbudgeted expenditures) and such other data and information reasonably requested by the Lender, with such monthly report to be delivered in form and substance reasonably acceptable to the Lender.. All such reports, descriptions, data and other information provided by the Credit Parties shall be true, complete and accurate in all respects. No such report, description, data or other information shall contain any misstatement of fact or omit to state a material fact, and all projections contained in any such reports, certificates, status updates and otherwise shall be based on information which, when delivered, was true, correct and complete in all respects and shall fairly present such Credit Party’s then current estimate of its future business, operations and affairs; the Credit Parties shall provide the foregoing certification in writing upon delivery of any report, certificate, status update or other information and shall be deemed to have done so to the extent that any Credit Party fails to provide written certification thereof; and (v) promptly after receiving a request from the Lender, such other certificates, reports, status updates, data and information respecting the condition or operations, operations (financial or otherwise, ) of any Credit Party, Party and the Goldwedge Project and any other Borealis Project as the Lender may from time to time request, with the same to be delivered in form and substance reasonably acceptable to the Lender. All such other certificates, reports, status updates, data and information delivered to the Lender shall be true, complete and accurate in all respects.

Financial Statements Reports and Other Information. The Borrower shall deliver, or arrange for the delivery, to the Lender: (i) as soon as practicable and in any event within 45 days after the end of each quarter of each year, (A) the Borrower’s unaudited quarterly financial statements for the Financial Year to such quarter end, prepared in accordance with GAAP and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (ii) as soon as practicable and in any event within 90 days after the end of each Financial Year, (A) the annual consolidated financial statements of the Borrower prepared in accordance with GAAP, and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (iii) as soon as practicable, such other information in the possession of the Credit Parties with respect to their financial condition, business and/or operations including copies of all financial statements, proxy statements, material reports and other material disclosure information which the Credit Parties shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; (iv) as soon as practicable but no later than ten (10) days after the end of each calendar month, the Credit Parties shall submit to the Lender a written report concerning the business and activities of the Borrower, the Goldwedge status of the Santa Xxxx Project, the Borrower’s other Mineral Mining Properties and all activities and occurrences with respect thereto during the preceding calendar month, to include a summary description of actions taken with respect to the BorrowerCredit Parties, the Goldwedge Santa Xxxx Project, and the Borrower’s other Mineral Mining Properties, a description of actual expenditures (as compared to the Mine Planmine plan) and such other data and information reasonably requested by the Lender, with such monthly report to be delivered in form and substance reasonably acceptable to the Lender.; (v) promptly after receiving a request from the Lender, such other certificates, reports, status updates, data and information respecting the condition or operations, financial or otherwise, of any Credit Party, the Goldwedge Santa Xxxx Project and any other Project as the Lender may from time to time request, with the same to be delivered in form and substance reasonably acceptable to the Lender; and (vi) all reports, certificates, status updates and other information delivered to the Lender shall be true, accurate and complete in all material respects and shall not contain any material misstatement of fact or omit to state a material fact, and all projections contained in any such reports, certificates, status updates and otherwise shall be based on information which, when delivered, was true, correct and complete in all material respects and shall fairly present such Credit Party’s then-current estimate of its future business, operations and affairs; the Credit Parties shall provide the foregoing certification in writing upon delivery of any report, certificate, status update or other information and shall be deemed to have done so to the extent that any Credit Party fails to provide written certification thereof.

Financial Statements Reports and Other Information. The Borrower (a) Financial Reports. ASG shall deliver, or arrange for the delivery, furnish to the Lender: Agent and each Lender (i) as soon as practicable available and in any event within 45 ninety (90) calendar days after the end of each quarter fiscal year of each ASG, audited annual consolidated financial statements of ASG including the notes thereto, consisting of a consolidated balance sheet at the end of such completed fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for such completed fiscal year, (A) the Borrower’s unaudited quarterly which financial statements for the Financial Year shall be prepared and certified without qualification by an independent certified public accounting firm reasonably satisfactory to such quarter endAgent (which shall include Ernst & Young) and accompanied by related management letters, prepared in accordance with GAAP and (B) together with each such delivery of financial statements pursuant to this paragraphif available, a duly completed and executed Compliance Certificate relating thereto; (ii) as soon as practicable available and in any event within 90 forty-five (45) days after the end of each Financial Yearfiscal quarter of ASG, (A) the annual unaudited consolidated financial statements of ASG consisting of a balance sheet and statements of income, stockholders' equity and cash flows as of the Borrower prepared in accordance with GAAPend of the immediately preceding fiscal quarter, and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (iii) as soon as practicable, such other information available and in the possession of the Credit Parties with respect to their financial condition, business and/or operations including copies of all financial statements, proxy statements, material reports and other material disclosure information which the Credit Parties shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; event within thirty (iv30) as soon as practicable but no later than ten (10) calendar days after the end of each calendar month, the Credit Parties shall submit to the Lender unaudited consolidated financial statements of ASG consisting of a written report concerning the business balance sheet and activities a statement of income, and cash flows as of the Borrower, end of the Goldwedge Project, the Borrower’s other Mineral Properties and all activities and occurrences with respect thereto during the immediately preceding calendar month. All such financial statements shall be prepared in accordance with GAAP consistently applied with prior periods (except that certain of the financial statements do not have footnotes, are subject to include year end adjustments in the case of monthly and quarterly financial statements, including, without limitation, reserves for incurred but not reported items and claims payable consistent with past practices and are subject to any adjustments related to the SPP Investigation). With each quarterly and annual financial statement, ASG shall also deliver a summary description certificate of actions its chief financial officer stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) ASG (on a consolidated basis) is in compliance with all financial covenants attached as Annex I hereto. Such certificate shall be accompanied by the calculations necessary to show compliance with the financial covenants in a form reasonably satisfactory to the Borrower, the Goldwedge Project, and the Borrower’s other Mineral Properties, a description of actual expenditures (as compared to the Mine Plan) and such other data and information reasonably requested by the Lender, with such monthly report to be delivered in form and substance reasonably acceptable to the LenderAgent. (v) promptly after receiving a request from the Lender, such other certificates, reports, status updates, data and information respecting the condition or operations, financial or otherwise, of any Credit Party, the Goldwedge Project and any other Project as the Lender may from time to time request, with the same to be delivered in form and substance reasonably acceptable to the Lender.

Financial Statements Reports and Other Information. The Borrower shall deliver, or arrange for the delivery, furnish to the Administrative Agent for distribution to each Lender: (ia) as soon as practicable available and in any event within 90 days after the end of each Fiscal Year, the audited Consolidated balance sheet and related statements of income, retained earnings and changes in financial position of the Borrower as of the end of and for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by independent auditors of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a Consolidated basis; (b) as soon as available and in any event within 45 days after the end of each quarter of the first three Fiscal Quarters of each yearFiscal Year, (A) the Borrower’s unaudited quarterly Consolidated balance sheet and related statements of income, retained earnings and changes in financial statements for position of the Financial Year to such quarter end, prepared in accordance with GAAP and (B) together with each such delivery Borrower as of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (ii) as soon as practicable and in any event within 90 days after the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year which includes such Fiscal Quarter, setting forth in each Financial case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, (A) the annual consolidated financial statements all certified by a Responsible Officer of the Borrower prepared as presenting fairly in accordance with GAAP, all material respects the financial condition and (B) together with each such delivery results of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (iii) as soon as practicable, such other information in the possession operations of the Credit Parties with respect Borrower on a Consolidated basis, subject to their financial condition, business and/or operations including copies normal year-end audit adjustments; (c) within 30 days of all financial statements, proxy statements, material reports and other material disclosure information which the Credit Parties shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; (iv) as soon as practicable but no later than ten (10) days after the end of each calendar month, a monthly operations report for the Credit Parties shall submit to Brucejack Mine, in the Lender a written report concerning the business and activities of the Borrower, the Goldwedge Project, the Borrower’s other Mineral Properties and all activities and occurrences with respect thereto during the preceding calendar month, to include a summary description of actions taken with respect to the Borrower, the Goldwedge Project, and the Borrower’s other Mineral Properties, a description of actual expenditures (as compared to the Mine Plan) and such other data and information reasonably requested form prepared by the Lender, with such monthly report to be delivered Borrower for its internal purposes and in form and substance reasonably acceptable satisfactory to the Lender. (v) promptly after receiving a request from Administrative Agent and the Lender, such other certificates, reports, status updates, data and information respecting the condition or operations, financial or otherwise, of any Credit Party, the Goldwedge Project and any other Project as the Lender may from time to time request, with the same to be delivered in form and substance reasonably acceptable to the Lender.Lenders;

Financial Statements Reports and Other Information. The Borrower shall deliver, or arrange for the delivery, furnish to the Administrative Agent for distribution to each Lender: (ia) as soon as practicable available and in any event within 90 days after the end of each Fiscal Year, the audited Consolidated balance sheet and related statements of income, retained earnings and changes in financial position of the Borrower as of the end of and for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by independent auditors of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a Consolidated basis; (b) as soon as available and in any event within 45 days after the end of each quarter of the first three Fiscal Quarters of each yearFiscal Year, the unaudited Consolidated balance sheet and related statements of income, retained earnings and changes in financial position of the Borrower as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year which includes such Fiscal Quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (Aor, in the case of the balance sheet, as of the end of) the Borrower’s unaudited quarterly previous Fiscal Year, all certified by a Responsible Officer of the Borrower as presenting fairly in all material respects the financial statements for condition and results of operations of the Financial Year Borrower on a Consolidated basis, subject to such quarter end, prepared in accordance with GAAP and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating theretonormal year-end audit adjustments; (iic) as soon as practicable and in any event within 90 20 days after the end of each Financial Year, (A) the annual consolidated financial statements of the Borrower prepared in accordance with GAAP, and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (iii) as soon as practicable, such other information in the possession of the Credit Parties with respect to their financial condition, business and/or operations including copies of all financial statements, proxy statements, material reports and other material disclosure information which the Credit Parties shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; (iv) as soon as practicable but no later than ten (10) days after the end of each calendar month, a monthly operations report for the Credit Parties shall submit Brucejack Mine, in a form satisfactory to the Lender Lenders, including: (i) details of ore and waste mined, grades mined and recovered, Saleable Product in circuit and Saleable Product production for the Brucejack Mine and a written report concerning comparison of these figures with the business budgeted Saleable Product production estimates previously provided to the Administrative Agent and activities the Lenders, including in the form of, as applicable, the Life of Mine Plan and the Borrower’s annual Consolidated budget, and a reconciliation of the reserves for the Brucejack Mine; (ii) a statement of operating costs by department compared, as applicable, to the Life of Mine Plan for the Brucejack Mine and the Borrower’s annual Consolidated budget; and (iii) other relevant matters, including exploration results, mining leases and mineral claim anniversaries and renewals for Material Brucejack Mine Real Property, key personnel changes, a mine safety and accidents report, an environmental performance and compliance report, Brucejack Mine operations overview and identification of any other material problems or areas of concern in relation to the Brucejack Mine; (d) concurrently with the financial statements required pursuant to Sections 5.1(1)(a) and (b), a Compliance Certificate; (e) on or before the 90th day after each Fiscal Year end: (i) an annual Consolidated budget of the Borrower, and (ii) an updated Life of Mine Plan for the Goldwedge ProjectBrucejack Mine; approved by the Board of Directors of the Borrower and in the form so approved; (f) concurrently with any delivery of financial statements under Section 5.1(1)(a) or (b) a certificate of a Responsible Officer of the Borrower identifying (i) any change in the application of GAAP impacting such financial statements which has occurred since the date of the audited financial statements referred to in Section 5.1(1)(a) and specifying the effect of such change on the financial statements accompanying such certificate, (ii) all new Subsidiaries formed or acquired since the Borrower’s other Mineral Properties and all activities and occurrences with respect thereto during end of the preceding calendar monthprevious Fiscal Quarter, to include a summary description (iii) any Material Contract entered into, or any entry into, material amendment to, termination of, or material default under, any collective bargaining agreement, (iv) any changes of actions taken with respect to the type described in Section 5.1(12)) that have not been previously reported by the Borrower, (v) any Permitted Acquisitions that have been consummated since the Goldwedge Projectend of the previous Fiscal Quarter, including the date on which each such Permitted Acquisition was consummated and the consideration therefor, (vi) any prepayment events set out in Section 2.9(1) that have occurred since the end of the previous Fiscal Quarter and setting forth a reasonably detailed calculation of the Net Insurance Proceeds received therefrom, and (vii) any property that has become Material Brucejack Mine Real Property since the end of the previous Fiscal Quarter; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Obligor with any securities commission, stock exchange or similar entity, and all materials distributed out of the ordinary course by the Borrower to its shareholders and which relate to matters in which any Lender or the Administrative Agent, in such capacities, can reasonably be expected to have an interest; (h) promptly after the Borrower acquiring Knowledge of any of the following, a certificate of the Borrower’s , signed by a Responsible Officer of the Borrower, specifying (i) any event which constitutes a Default or Event of Default, together with a statement in reasonable detail specifying the nature thereof and the steps being taken to cure such Default or Event of Default, (ii) any notice of termination or other Mineral Propertiesproceedings or actions which could reasonably be expected to adversely affect any of the Loan Documents in a material manner, (iii) the creation, dissolution, merger, amalgamation or acquisition of any Obligor, (iv) any event or condition not previously disclosed to the Administrative Agent, which violates any Environmental Laws and which could reasonably be expected to have a Material Adverse Effect, (v) any material change in accounting or financial reporting practices by the Borrower, and (vi) any other event, development or condition which could reasonably be expected to have a Material Adverse Effect; (i) promptly after the occurrence thereof, notice of the institution of or any material adverse development in any action, suit or proceeding or any governmental investigation or any arbitration before any Governmental Authority against any Obligor or any material property thereof (including pursuant to any applicable Environmental Laws) which could reasonably be expected to have a Material Adverse Effect; (j) upon request by the Administrative Agent, a description copy of actual expenditures (as compared to an insurance certificate summarizing the Mine Plan) and such other data and information reasonably requested by insurance coverages of the LenderObligors, with such monthly report to be delivered in form and substance reasonably acceptable satisfactory to the Lender.Administrative Agent, and upon renewal of any insurance policy, a copy of an insurance certificate summarizing the terms of such policy, and upon request by the Administrative Agent, the Borrower will request from its insurance consultant and use commercially reasonable efforts to obtain copies of the applicable policies; (vk) promptly after receiving following any request therefor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and (l) together with each Compliance Certificate delivered in accordance with Section 5.1(1)(d) a request supplement to any Schedule hereto, or any representation made herein or in any other Loan Document, with respect to any matter hereafter arising that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate in any material respect thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein); provided that (i) no such supplement to any such Schedule or representation shall amend, supplement or otherwise modify any Schedule or representation, or be or be deemed a waiver of any Default or Event of Default resulting from the Lendermatters disclosed therein, such other certificatesexcept as consented to by the Administrative Agent and the Required Lenders in writing, and (ii) no supplement shall be required or permitted as to representations and warranties that relate solely to the Closing Date, provided that, however, in respect of the financial statements, reports, status updates, data proxy statements or other materials and information respecting required to be furnished pursuant to Sections 5.1(1)(a), (b) and (g), if any such financial statements, reports, proxy statements or other materials and information are publicly filed on the condition or operations, financial or otherwise, of any Credit PartySEDAR system (and are accessible to the Administrative Agent), the Goldwedge Project Borrower may satisfy its delivery obligation pursuant to Sections 5.1(1)(a), (b) and any other Project (g), as the Lender may from time to time requestapplicable, with the same to be delivered in form and substance reasonably acceptable by providing written notification to the LenderAdministrative Agent that such filing has been made.

Financial Statements Reports and Other Information. The (a) Borrower shall deliver, or arrange for the delivery, will furnish to the Lender: (i) as soon as practicable and in any event Lender on a monthly basis within 45 15 days after the end of each quarter of Borrower's fiscal months: (i) each yearof a servicing report, (A) the Borrower’s unaudited quarterly financial statements Lease aging report, revenue report, residual accounts report and run-off model detailing cash flow for the Financial Year to such quarter end, prepared in accordance with GAAP and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating theretomonth; (ii) compliance certification from an executive officer of each of Parent and Borrower stating that (A) no Default has occurred during such month or setting forth the details of the occurrence of any Default and any action taken or proposed to be taken by Parent or Borrower with respect thereto, (B) all covenants and conditions contained in each Credit Document have been complied with or performed in full as soon of such date, and (C) each of the reports delivered pursuant to this Section 5.1(a)(i) and 5.1(b) present fairly the financial condition of the Person described in such reports and any information provided in such reports is true and correct as practicable of the date such information is furnished. (b) Borrower will furnish to Lender on a monthly basis within 30 days after the end of each of Borrower's fiscal months internally prepared financial statements and a report setting forth in detail the amount and nature of all outstanding obligations of Borrower under the Fleet Loan Agreement as of such date. (c) Borrower will furnish to Lender with each borrowing request made pursuant to Section 2.1(b) and also on a weekly basis within 5 days after the end of each week a detailed report regarding the Borrowing Base and also setting forth sales information, credit memo information, and collection information for such week and any other information regarding the Collateral or Borrowing Base for such week that Lender reasonably requests. (d) Parent will furnish to Lender on an annual basis promptly after the same becomes available, but in any event within 90 days after the end of each Financial YearParent's fiscal year end, (A) the annual a consolidated balance sheet and statements of income, retained earnings and cash flows as of and for such fiscal year accompanied by an unqualified report by an independent public accounting firm reasonably acceptable to Lender that such financial statements present fairly, in all material respects, the financial position and results of the operations and cash flows of Borrower prepared and its consolidated Subsidiaries as of such date and for such periods in accordance with GAAP, and (B) together with each such delivery of . The financial statements delivered pursuant to this paragraph, hereto shall be accompanied by a duly completed certification from an executive officer of Parent that such financial statements present fairly the financial condition of the Persons described in such financial statements and executed Compliance Certificate relating thereto;any information provided in such financial statements is true and correct as of the date such information is furnished. (iiie) Promptly after the same becomes publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Parent (and/or any Subsidiary of Parent) with the Securities and Exchange Commission, or with any securities exchange, or distributed by Parent to its shareholders generally, as soon as practicablethe case may be. (f) All financial statements, reports and information regarding Parent, Leasecomm or Borrower provided in writing to Fleet (or the bank group under the Fleet Loan Agreement) within two Business Days after the time such financial statements, reports and information are provided to Fleet (or the bank group under the Fleet Loan Agreement). (g) Promptly following any request therefor, such other information in regarding the possession operations, business affairs and financial condition of Parent, Borrower or any Subsidiary of Borrower or Parent, or compliance with the terms of the Credit Parties with respect Documents, as Lender may reasonably request. (h) On the date of the delivery of any financial statements or projections under this Section 5.1, Borrower shall be deemed to their have made a representation to Lender that such financial condition, business and/or operations including copies statements shall present fairly the financial condition of all the Person described in such financial statements, proxy statementsand any information provided pursuant to this Section 5.1 shall be true and correct as of the date such information is furnished and, material reports as to projections, that such projections are based upon reasonable assumptions in light of prior performance. Any projections or pro forma financial information contained in the materials referenced above are based on good faith estimates and other material disclosure information which assumptions believed by the Credit Parties shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; (iv) as soon as practicable but no later than ten (10) days after the end management of each calendar monthObligor to be reasonable at the time made, the Credit Parties shall submit it being recognized by Lender that such financial information as it relates to future events is not to be viewed as fact and that, subject to the Lender a written report concerning the business and activities requirements of the BorrowerSection 5.12(a), the Goldwedge Project, the Borrower’s other Mineral Properties and all activities and occurrences with respect thereto actual results during the preceding calendar month, to include a summary description of actions taken with respect to the Borrower, the Goldwedge Project, and the Borrower’s other Mineral Properties, a description of actual expenditures (as compared to the Mine Planperiod(s) and covered by such other data and financial information reasonably requested by the Lender, with such monthly report to be delivered in form and substance reasonably acceptable to the Lender. (v) promptly after receiving a request may differ from the Lender, such other certificates, reports, status updates, data and information respecting the condition or operations, financial or otherwise, of any Credit Party, the Goldwedge Project and any other Project as the Lender may from time to time request, with the same to be delivered in form and substance reasonably acceptable to the Lenderprojected results set forth therein by a material amount.

Financial Statements Reports and Other Information. The Borrower shall deliverDeliver, or arrange for the delivery, to the Lender: (i) as soon as practicable and in any event within 45 forty-five (45) days after the end of each quarter Financial Quarter of each yearFinancial Year, (A) the Borrower’s and Original Guarantor’s unaudited quarterly financial statements for the Financial Year to such quarter endFinancial Quarter, prepared in accordance with GAAP and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (ii) as soon as practicable and in any event within 90 ninety (90) days after the end of each Financial Year, (A) the annual audited consolidated financial statements of the Borrower and the Original Guarantors prepared in accordance with GAAP, GAAP for such Financial Year and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (iii) as soon as practicable, such other information in the possession of the any Credit Parties Party with respect to their its financial condition, business and/or operations including copies of all financial statements, proxy statements, material reports and other material disclosure information which the any Credit Parties Party shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; (iv) as soon as practicable but no later than ten fifteen (1015) days after the end of each calendar month, the Credit Parties shall submit to the Lender a written report concerning the its business and activities activities, each of the Borrower, Projects and the Goldwedge Project, the Borrower’s other Mineral Mining Properties and all activities and occurrences with respect thereto during the preceding calendar month, to month and shall include a summary description of actions taken with respect to each of the Borrower, the Goldwedge ProjectProjects, and the Borrower’s other Mineral Mining Properties, a description of actual expenditures (as compared to the Mine Planbudgeted expenditures) and such other data and information reasonably requested by the Lender, with such monthly report to be delivered in form and substance reasonably acceptable to the Lender.. All such reports, descriptions, data and other information provided by the Credit Parties (i) shall be true, complete and accurate in all respects and (ii) shall not contain any material misstatement of fact or omit to state a material fact, and all projections contained in any such reports, certificates, status updates and otherwise shall be based on information which, when delivered, was true, correct and complete in all material respects and shall fairly present such Credit Party’s then current estimate of its future business, operations and affairs; the Credit Parties shall provide the foregoing certification in writing upon delivery of any report, certificate, status update or other information and shall be deemed to have done so to the extent that any Credit Party fails to provide written certification thereof; and (v) promptly after receiving a request from the Lender, such other certificates, reports, status updates, data and information respecting the condition or operations, financial or otherwise, of any Credit Party, the Goldwedge Project Party and any other Project of the Projects as the Lender may from time to time request, with the same to be delivered in form and substance reasonably acceptable to the Lender. All such other certificates, reports, status updates, data and information delivered to the Lender shall be true, complete and accurate in all respects.

Financial Statements Reports and Other Information. The Borrower shall deliver, or arrange for the delivery, deliver to the LenderAdministrative Agent, with sufficient copies for each of the Lenders and the Issuing Bank: (ia) as soon as practicable available and in any event within 45 60 days after the end of each quarter of the first three Fiscal Quarters of each year, (A) Fiscal Year of the Borrower’s , unaudited quarterly combined consolidated statements of income, retained earnings and changes in financial position of USANi and the Borrower and their respective consolidated Subsidiaries (including the Guarantors) for such period and for the period from the beginning of such Fiscal Year to the end of such period, and the related combined consolidated balance sheet as at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding Fiscal Year (including in each case, but only with respect to periods commencing after the Effective Date, combining consolidating (by operating segment) income statements and balance sheets for USANi, the Borrower and the Material Subsidiaries) (provided that with respect to corresponding comparative figures with respect to Fiscal 1997, the Borrower shall only be required to provide pro forma combined consolidated statements of income), accompanied by a certificate of a Financial Officer of the Borrower, which certificate shall state that such financial statements fairly present the combined consolidated financial condition and results of operations of USANi, the Borrower and such Subsidiaries, all in accordance with GAAP consistently applied (except with respect to pro forma financial information, for which such certificate need only state that the Financial Year to historical financial information used in the preparation of such quarter end, pro forma financial information was prepared in accordance with GAAP consistently applied), as at the end of and for such period (B) together with each such delivery of financial statements pursuant subject to this paragraph, a duly completed and executed Compliance Certificate relating theretonormal year-end audit adjustments); (iib) as soon as practicable available and in any event within 90 120 days after the end of each Financial YearFiscal Year of the Borrower, audited combined consolidated statements of income, retained earnings and changes in financial position of USANi, the Borrower and their respective consolidated Subsidiaries (Aincluding the Guarantors) for such year and the annual related combined consolidated balance sheet as at the end of such year, setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year (including in each case combining consolidating (by operating segment) income statements and balance sheets for USANi, the Borrower and the Material Subsidiaries) (provided that with respect to corresponding comparative figures with respect to Fiscal Year 1997, the Borrower shall only be required to provide pro forma combined consolidated statements of income), accompanied (i) in the case of the combined financial statements, by an opinion thereon of independent certified public accountants of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit), which opinion shall state that such combined financial statements fairly present the combined consolidated financial statements condition and results of operations of USANi, the Borrower and such Subsidiaries as at the end of and for such Fiscal Year and (ii) in the case of combining consolidating financial statements, by a certificate of a Financial Officer of the Borrower, which certificate shall state that such financial statements fairly present the combined consolidated financial condition and results of operations of USANi, the Borrower and such Subsidiaries, all in accordance with GAAP consistently applied (except with respect to pro forma financial information, for which such certificate need only state that the historical financial information used in the preparation of such pro forma financial information was prepared in accordance with GAAPGAAP consistently applied), as at the end of and for such Fiscal Year (B) together with each such delivery of financial statements pursuant subject to this paragraph, a duly completed and executed Compliance Certificate relating theretonormal year-end audit adjustments); (iiic) as soon as practicablepromptly upon their becoming available, such other information in copies of all registration statements and regular SEC Reports, if any, which USANi shall have filed with the possession Securities and Exchange Commission (or any governmental agency substituted therefor) or any national securities exchange; (d) promptly upon the mailing thereof to the shareholders of the Credit Parties with respect to their financial conditionUSANi generally, business and/or operations including copies of all financial statements, proxy statements, material reports and other material disclosure information which proxy statements so mailed; (e) as soon as possible, and in any event within twenty-five days after any Credit Party knows or has reason to know that any of the Credit Parties shall send events or make available conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a Financial Officer of the relevant Credit Party setting forth details respecting such event or condition and the action, if any, which such Credit Party or its shareholders ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by any Credit Party or an ERISA Affiliate with respect to such event or condition): (i) any reportable event, as defined in Section 4043 of ERISA and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it is required be notified within 30 days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code or elects Section 302 of ERISA shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code); (ii) the filing under Section 4041 of ERISA of a notice of intent to file terminate any Plan or the termination of any Plan; (iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Credit Party or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with any Governmental Entityrespect to such Multiemployer Plan; (iv) as soon as practicable but no the complete or partial withdrawal by any Credit Party or any ERISA Affiliate under Title IV of ERISA from a Multiemployer Plan, or the receipt by any Credit Party or any ERISA Affiliate of notice from a Multiemployer Plan that is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; and (v) the institution of a proceeding by a fiduciary of any Multiemployer Plan against any Credit Party or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; (f) promptly after any Credit Party knows or has reason to know that (i) any Default or any Event of Default has occurred, (ii) any development that, in the opinion of the senior management of USANi or the Borrower, could reasonably be expected to result in a Material Adverse Effect has occurred, (iii) any development relating to any deleveraging event contemplated by Section 5.21 has occurred or (iv) any material notice has been delivered or any material event has occurred under the Investment Agreement or under any of the agreements entered into in connection therewith, in each case, a notice thereof describing the same in reasonable detail and the corrective action taken or proposed to be taken with respect thereto; (g) not later than ten (10i) 60 days after the end last day of each calendar monthof the first three Fiscal Quarters of each of the Borrower's Fiscal Years and (ii) 120 days after the last Fiscal Quarter of each such Fiscal Year, the Credit Parties shall submit to the Lender a written report concerning the business and activities notice, executed by a Financial Officer of the Borrower, substantially in the Goldwedge Projectform of Exhibit G (the "Total Debt Ratio Notice"), setting forth the Total Debt Ratio for the last day of such Fiscal Quarter, which notice shall set forth calculations and computations in sufficient detail to show the amount and nature of each of the components of the Total Debt Ratio as of such day; provided that in the case of the Total Debt Ratio Notice delivered with respect to each Fiscal Quarter specified in clause (i) above, the Borrower shall (if the final form of either of such Notices is not yet available) deliver such Notice in a preliminary form within 60 days of the end of such Fiscal Quarter setting forth all matters required by this paragraph (g) to be included in the final form thereof as accurately as shall be possible based upon information available to the Borrower at such time; (h) as soon as available and in any event within 10 days after preparation thereof (but in any event, not later than 90 days after the commencement of any Fiscal Year), a detailed annual budget of USANi and the Borrower and their respective consolidated Subsidiaries (including the Guarantors) for each Fiscal Year commencing with Fiscal Year 1999, which budget has been prepared in good faith based upon assumptions believed by the Borrower’s 's senior management to be reasonable, and to the extent materially different from the most recently delivered budget, any update of any business plans or financial projections; and (i) from time to time such other Mineral Properties information regarding the business, operations or financial condition of USANi, the Borrower or their respective Subsidiaries (including any Plan or Multiemployer Plan and all activities any reports or other information required to be filed under ERISA) as any Lender, the Administrative Agent, the Collateral Agent or the Issuing Bank may reasonably request through the Administrative Agent. The Borrower will furnish to the Administrative Agent, with sufficient copies for the Lenders and occurrences the Issuing Bank, at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit H (i) to the effect that, to the best of his or her knowledge, after full inquiry, no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail and the corrective action taken or proposed to be taken with respect thereto during thereto), (ii) setting forth in reasonable detail the preceding calendar monthcomputations necessary to determine whether the Credit Parties are in compliance with Sections 5.11, 5.12, 5.13 and 5.14 as at the end of the respective Fiscal Quarter or Fiscal Year, (iii) setting forth additions to include the list of Subsidiaries that are Material Subsidiaries contained in the certificate most recently delivered pursuant to this provision and containing either (A) a summary description representation that all other Subsidiaries combined do not constitute a Material Subsidiary Group as at such date or (B) a representation that all other Subsidiaries do constitute a Material Subsidiary Group as at such date and either designating additional Subsidiaries as Material Subsidiaries or providing the Administrative Agent with information relevant to such designation and (iv) certifying as to the accuracy of actions taken any information provided under Section 1.03(c), if any, in connection with the delivery of such financial statements. In addition, the Borrower hereby agrees to furnish the Administrative Agent and the Issuing Bank with an updated notice with respect to the Borrower, information specified in clause (iii) of the Goldwedge Project, and preceding sentence upon the Borrower’s other Mineral Properties, a description of actual expenditures (as compared to the Mine Plan) and such other data and information reasonably requested by the Lender, with such monthly report to be delivered in form and substance reasonably acceptable to the Lender. (v) promptly after receiving a request from the Lender, such other certificates, reports, status updates, data and information respecting the condition or operations, financial or otherwise, occurrence of any Credit Party, event either that has resulted or could result in a Subsidiary becoming a Material Subsidiary or a group of Subsidiaries becoming a Material Subsidiary Group or that could make the Goldwedge Project and any other Project as representation contained in the Lender may from time most recently delivered certificate furnished pursuant to time request, with the same to be delivered in form and substance reasonably acceptable to the Lenderthis Section 5.01 no longer accurate.

Financial Statements Reports and Other Information. The Borrower shall deliver, or arrange for the delivery, deliver to the LenderAdministrative Agent, with sufficient copies for each of the Lenders, and the Issuing Bank: (ia) as soon as practicable available and in any event within 45 60 days after the end of each quarter of the first three Fiscal Quarters of each year, (A) Fiscal Year of the Borrower’s , unaudited quarterly consolidated statements of income, retained earnings and changes in financial position of the Borrower and its consolidated Subsidiaries (including the Guarantors) for such period and for the period from the beginning of such Fiscal Year to the end of such period, and the related consolidated balance sheet as at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding Fiscal Year (it being understood that the figures for any Fiscal Quarter in Fiscal 1996 shall be based on the 1996 Pro Forma Financial Statements), accompanied by a certificate of a Financial Officer of the Borrower, which certificate shall state that such financial statements for fairly present the Financial Year to such quarter end, prepared consolidated financial condition and results of operations of the Borrower and its consolidated Subsidiaries in accordance with GAAP GAAP, consistently applied, as at the end of, and for, such period (B) together with each such delivery of financial statements pursuant subject to this paragraph, a duly completed and executed Compliance Certificate relating theretonormal year-end audit adjustments); (iib) as soon as practicable available and in any event within 90 120 days after the end of each Financial YearFiscal Year of the Borrower, (A) the annual audited consolidated statements of income, retained earnings and changes in financial statements position of the Borrower prepared and its consolidated Subsidiaries (including the Guarantors) for such year and the related consolidated balance sheet as at the end of such year, setting forth in accordance with GAAPeach case in comparative form the corresponding figures for the preceding Fiscal Year (it being understood that the figures for Fiscal 1996 shall be based on the 1996 Pro Forma Financial Statements), and (B) together with each accompanied by an opinion thereon of Ernst & Young LLP or any other independent certified public accountants of recognized national standing, which opinion shall state that such delivery of financial statements pursuant to this paragraphfairly present the consolidated financial condition and results of operations of the Borrower and its consolidated Subsidiaries (including the Guarantors) as at the end of, and for, such Fiscal Year, and a duly completed certificate of a Financial Officer of the Borrower that, in examining the financial condition of the Borrower and executed Compliance Certificate relating theretoits Subsidiaries for such Fiscal Year, he or she obtained no knowledge, except as specifically stated, of any Default arising from the breach of the covenants provided for in Sections 9.04, 9.07, 9.11, 9.12, 9.13, 9.14, 9.16, 9.17 and 9.18; (iiic) as soon as practicablepromptly upon their becoming available, such other information in copies of all registration statements and regular SEC Reports, if any, which the possession Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefor) or any national securities exchange; (d) promptly upon the mailing thereof to the shareholders of the Credit Parties with respect to their financial conditionBorrower generally, business and/or operations including copies of all financial statements, proxy statements, material reports and other material disclosure information which proxy statements so mailed; (e) as soon as possible, and in any event within ten days after any Credit Party knows or has reason to know that any of the Credit Parties shall send events or make available conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a Financial Officer of the relevant Credit Party setting forth details respecting such event or condition and the action, if any, which such Credit Party or its shareholders ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by any Credit Party or an ERISA Affiliate with respect to such event or condition): (i) any reportable event, as defined in Section 4043 of ERISA and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it is required be notified within 30 days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code or elects Section 302 of ERISA shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code); (ii) the filing under Section 4041 of ERISA of a notice of intent to file terminate any Plan or the termination of any Plan; 73 (iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with any Governmental Entityrespect to such Multiemployer Plan; (iv) the complete or partial withdrawal by any Credit Party or any ERISA Affiliate under Title IV of ERISA from a Multiemployer Plan, or the receipt by any Credit Party or any ERISA Affiliate of notice from a Multiemployer Plan that is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; and (v) the institution of a proceeding by a fiduciary of any Multiemployer Plan against any Credit Party or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; (f) promptly after any Credit Party knows or has reason to know that (i) any Default or any Event of Default has occurred, a notice of such Default or Event of Default, describing the same in reasonable detail and the corrective action taken or proposed to be taken with respect thereto or (ii) any development that, in the opinion of the Borrower's senior management, could reasonably be expected to result in a Material Adverse Effect has occurred; (g) not later than (i) 60 days after the last day of each of the first three Fiscal Quarters of each of the Borrower's Fiscal Years and (ii) 120 days after the last Fiscal Quarter of each such Fiscal Year, a notice, executed by a Financial Officer of the Borrower and its consolidated Subsidiaries (including the Guarantors), substantially in the form of Exhibit D (the "Total Debt Ratio Notice"), setting forth the Total Debt Ratio for the four-Fiscal Quarter period ended on the last day of such Fiscal Quarter, which notice shall set forth calculations and computations in sufficient detail to show the amount and nature of each of the components of the Total Debt Ratio for such four-Fiscal Quarter period; provided that in the case of the Total Debt Ratio Notice delivered with respect to each Fiscal Quarter specified in clause (i) above, the Borrower shall (if the final form of either of such Notices is not yet available) deliver such Notice in a preliminary form within 60 days of the end of such Fiscal Quarter setting forth all matters required by this paragraph (g) to be included in the final form thereof as accurately as shall be possible based upon information available to the Borrower at such time; (h) as soon as practicable but no later than ten (10) available and in any event within 10 days after preparation thereof, a detailed annual budget of the Borrower and its consolidated Subsidiaries (including the Guarantors) for each Fiscal Year commencing with Fiscal Year 1998, which budget has been prepared in good faith based upon assumptions believed by the Borrower's senior management to be reasonable; and (i) from time to time such other information regarding the business, operations or financial condition of the Borrower or any of the Subsidiaries (including any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA) as the Administrative Agent, the Issuing Bank or any Lender may reasonably request through the Administrative Agent. Each Credit Party will furnish to the Administrative Agent, with sufficient copies for the Lenders and the Issuing Bank, at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate of a Financial Officer of the Credit Parties, substantially in the form of Exhibit E (i) to the effect that, to the best of his or her knowledge, after full inquiry, no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail and the corrective action taken or proposed to be taken with respect thereto), (ii) setting forth in reasonable detail the computations necessary to determine whether the Credit Parties are in compliance with Sections 9.11 and 9.12 as at the end of each calendar monththe respective Fiscal Quarter or Fiscal Year, (iii) certifying that the Credit Parties shall submit are in compliance with Sections 9.13, 9.14, 9.16. 9.17 and 9.18, (iv) setting forth additions to the Lender list of Subsidiaries that are Material Subsidiaries contained in the certificate most recently delivered pursuant to this provision and containing either (A) a written report concerning representation that all other Subsidiaries combined do not constitute a Material Subsidiary Group as at such date or (B) a representation that all other Subsidiaries do constitute a Material Subsidiary Group as at such date and identifying any such Subsidiary whose aggregate book value of tangible assets exceeds $10,000,000 as at such date and (v) setting forth in reasonable detail the business computations necessary to determine whether any "Fundamental Matters" No. 2 (as such term is defined in the Stockholders Agreement dated as of August 25, 1996, by and activities of 75 between Barrx Xxxxxx xxx Liberty, and attached as Appendix I to Home Shopping's Proxy Statement dated November 20, 1996) shall have occurred and is continuing. In addition, each Credit Party hereby agrees to furnish the Borrower, Administrative Agent and the Goldwedge Project, the Borrower’s other Mineral Properties and all activities and occurrences Issuing Bank with respect thereto during the preceding calendar month, to include a summary description of actions taken an updated notice with respect to the Borrower, information specified in clause (ii) of the Goldwedge Project, and preceding sentence upon the Borrower’s other Mineral Properties, a description of actual expenditures (as compared to the Mine Plan) and such other data and information reasonably requested by the Lender, with such monthly report to be delivered in form and substance reasonably acceptable to the Lender. (v) promptly after receiving a request from the Lender, such other certificates, reports, status updates, data and information respecting the condition or operations, financial or otherwise, occurrence of any Credit Party, event either that has resulted or could result in a Subsidiary becoming a Material Subsidiary or a group of Subsidiaries becoming a Material Subsidiary Group or that could make the Goldwedge Project and any other Project as representation contained in the Lender may from time most recently delivered certificate furnished pursuant to time request, with the same to be delivered in form and substance reasonably acceptable to the Lenderthis Section 9.01 no longer accurate.

Financial Statements Reports and Other Information. The Borrower shall deliver, or arrange for the delivery, Deliver to the Lender, or cause to be delivered to the Lender, all financial and other information (in form and within time periods as required by the TSX) delivered or required to be delivered to the TSX and each of the following: (i) as soon as practicable and in any event within 45 60 days after the end of each quarter Financial Quarter of each yearFinancial Year, (A) the BorrowerParent’s consolidated unaudited quarterly financial statements for the Financial Year to such quarter endFinancial Quarter, prepared in accordance with GAAP IFRS and (B) together with each such delivery the rules and regulations of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating theretothe TSX; (ii) as soon as practicable and in any event within 90 120 days after the end of each Financial Year, (A) the annual audited consolidated financial statements of the Borrower Parent and the other Credit Parties prepared in accordance with GAAP, IFRS and the rules and regulations of the TSX for such Financial Year; (Biii) together with each such delivery on the last Business Day of financial statements pursuant to this paragraphMarch and September, a duly completed and executed Compliance Certificate relating theretoCertificate; (iiiiv) as soon as practicable, such other information in the possession of the any Credit Parties Party with respect to their its financial condition, business and/or operations including copies of all financial statements, proxy statements, material reports and other material disclosure information which the any Credit Parties Party shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; (ivv) as soon as practicable but no later than ten (10) 25 days after the end of each calendar month, the Credit Parties shall submit to the Lender a written report concerning the its business and activities activities, each of the Borrower, the Goldwedge Project, the Borrower’s other Mineral Mining Properties and all activities and occurrences with respect thereto during the preceding calendar month, to month and shall include a summary description of actions taken with respect to each of the Borrower, the Goldwedge Project, and the Borrower’s other Mineral Mining Properties, a description of actual expenditures (as compared to the Mine Planbudgeted expenditures) and such other data and information reasonably requested by the Lender, acting reasonably, with such monthly report to be delivered in form and substance reasonably acceptable to the Lender, acting reasonably. All such reports, descriptions, data and other information provided by the Credit Parties (i) shall be true, complete and accurate in all respects and (ii) shall not contain any material misstatement of fact or omit to state a material fact, and all projections contained in any such reports, certificates, status updates and otherwise shall be based on information which, when delivered, is deemed to be true, correct and complete in all material respects and shall fairly present such Credit Party’s then current estimate of its future business, operations and affairs. (vvi) promptly after receiving a request from the Lender, such other certificates, reports, status updates, data and information respecting the condition or operations, financial or otherwise, of any Credit Party, the Goldwedge Project Party and any other Project of the Core Assets as the Lender may from time to time request, with the same to be delivered in form and substance reasonably acceptable to the Lender. All such other certificates, reports, status updates, data and information delivered to the Lender shall be true, complete and accurate in all respects.

Financial Statements Reports and Other Information. The (a) Borrower shall deliverwill furnish to Lender on a monthly basis, or arrange for the delivery, to the Lender: (i) as soon as practicable and in any event within 45 15 days after the end of each quarter of Borrower's fiscal months, compliance certification from an executive officer of each year, of Parent and Borrower stating that (A) no Default has occurred during such month or setting forth the Borrower’s unaudited quarterly financial statements for details of the Financial Year occurrence of any Default and any action taken or proposed to such quarter endbe taken by Parent or Borrower with respect thereto, prepared in accordance with GAAP and (B) together all covenants and conditions contained in each Subordinated Note Purchase Document have been complied with or performed in full as of such date, and (C) each such delivery of financial statements the reports delivered pursuant to this paragraph, a duly completed Section 5.1(a) and executed Compliance Certificate relating thereto;5.1(b) present fairly the financial condition of the Person described in such reports and any information provided in such reports is true and correct as of the date such information is furnished. (iib) Borrower will furnish to Lender on a monthly basis within 30 days after the end of each of Borrower's fiscal months internally prepared financial statements and a report setting forth in detail the amount and nature of all outstanding obligations of Borrower under the Fleet Loan Agreement as soon as practicable and of such date. (c) Parent will furnish to Lender on an annual basis promptly after the same becomes available, but in any event within 90 days after the end of each Financial YearParent's fiscal year end, (A) the annual a consolidated balance sheet and statements of income, retained earnings and cash flows as of and for such fiscal year accompanied by an unqualified report by an independent public accounting firm reasonably acceptable to Lender that such financial statements present fairly, in all material respects, the financial position and results of the operations and cash flows of Borrower prepared and its consolidated Subsidiaries as of such date and for such periods in accordance with GAAP, and (B) together with each such delivery of . The financial statements delivered pursuant to this paragraph, hereto shall be accompanied by a duly completed certification from an executive officer of Parent that such financial statements present fairly the financial condition of the Persons described in such financial statements and executed Compliance Certificate relating thereto;any information provided in such financial statements is true and correct as of the date such information is furnished. (iiid) as soon as practicablePromptly after the same becomes publicly available, such other information in the possession of the Credit Parties with respect to their financial condition, business and/or operations including copies of all financial statementsperiodic and other reports, proxy statements and other materials filed by Parent (and/or any Subsidiary of Parent) with the Securities and Exchange Commission, or with any securities exchange, or distributed by Parent to its shareholders generally, as the case may be. (e) All financial statements, material reports and other material disclosure written information which regarding Parent or Borrower provided to Fleet (or the Credit Parties shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; (ivbank group under the Fleet Loan Agreement) as soon as practicable but no later than ten (10) days within two Business Days after the end of each calendar monthtime such financial statements, the Credit Parties shall submit to the Lender a written report concerning the business and activities of the Borrower, the Goldwedge Project, the Borrower’s other Mineral Properties and all activities and occurrences with respect thereto during the preceding calendar month, to include a summary description of actions taken with respect to the Borrower, the Goldwedge Project, and the Borrower’s other Mineral Properties, a description of actual expenditures (as compared to the Mine Plan) and such other data reports and information reasonably requested by are provided to Fleet (or the Lender, with such monthly report to be delivered in form and substance reasonably acceptable to bank group under the LenderFleet Loan Agreement). (vf) promptly after receiving a Promptly following any request from the Lendertherefor, such other certificates, reports, status updates, data and information respecting regarding the condition or operations, business affairs and financial condition of Parent, Borrower or otherwiseany Subsidiary of Borrower or Parent, or compliance with the terms of the Subordinated Note Purchase Documents, as Lender may reasonably request. (g) On the date of the delivery of any Credit Partyfinancial statements or projections under this Section 5.1, Borrower shall be deemed to have made a representation to Lender that such financial statements shall present fairly the Goldwedge Project financial condition of the Person described in such financial statements, and any other Project information provided pursuant to this Section 5.1 shall be true and correct as of the Lender may from time date such information is furnished and, as to time requestprojections, with that such projections are based upon reasonable assumptions in light of prior performance. Any projections or pro forma financial information contained in the same materials referenced above are based on good faith estimates and assumptions believed by the management of each Obligor to be delivered in form reasonable at the time made, it being recognized by Lender that such financial information as it relates to future events is not to be viewed as fact and substance reasonably acceptable that, subject to the Lenderrequirements of Section 5.12(a), actual results during the period(s) covered by such financial information may differ from the projected results set forth therein by a material amount.

Financial Statements Reports and Other Information. The Borrower shall deliver, or arrange for the delivery, to the Lender: (i) as soon as practicable and in any event within 45 days after the end of each quarter of each year, (A) the Borrower’s unaudited quarterly financial statements for the Financial Year to such quarter end, prepared in accordance with GAAP and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (ii) as soon as practicable and in any event within 90 days after the end of each Financial Year, (A) the annual consolidated financial statements of the Borrower prepared in accordance with GAAP, and (B) together with each such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto; (iii) as soon as practicable, such other information in the possession of the Credit Parties with respect to their financial condition, business and/or operations including copies of all financial statements, proxy statements, material reports and other material disclosure information which the Credit Parties shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; (iv) as soon as practicable but no later than ten (10) days after the end of each calendar month, the Credit Parties shall submit to the Lender a written report concerning the business and activities of the Borrower, the Goldwedge status of the Santa Rxxx Project, the Borrower’s other Mineral Mining Properties and all activities and occurrences with respect thereto during the preceding calendar month, to include a summary description of actions taken with respect to the BorrowerCredit Parties, the Goldwedge Santa Rxxx Project, and the Borrower’s other Mineral Mining Properties, a description of actual expenditures (as compared to the Mine Planmine plan) and such other data and information reasonably requested by the Lender, with such monthly report to be delivered in form and substance reasonably acceptable to the Lender.; (v) promptly after receiving a request from the Lender, such other certificates, reports, status updates, data and information respecting the condition or operations, financial or otherwise, of any Credit Party, the Goldwedge Santa Rxxx Project and any other Project as the Lender may from time to time request, with the same to be delivered in form and substance reasonably acceptable to the Lender; and (vi) all reports, certificates, status updates and other information delivered to the Lender shall be true, accurate and complete in all material respects and shall not contain any material misstatement of fact or omit to state a material fact, and all projections contained in any such reports, certificates, status updates and otherwise shall be based on information which, when delivered, was true, correct and complete in all material respects and shall fairly present such Credit Party’s then-current estimate of its future business, operations and affairs; the Credit Parties shall provide the foregoing certification in writing upon delivery of any report, certificate, status update or other information and shall be deemed to have done so to the extent that any Credit Party fails to provide written certification thereof.

Financial Statements Reports and Other Information. The Borrower shall deliver, or arrange for the delivery, (a) Furnish to the Lender: (i) , as soon as practicable available and in any event within 45 ninety (90) days after the end of each quarter fiscal year of each the Borrower, consolidated financial statements of Borrower and its Subsidiaries consisting of an audited balance sheet, and the notes thereto, and the related audited statements of income, retained earnings and cash flows for such fiscal year, (A) in each case setting forth comparative consolidated figures for the Borrower’s unaudited quarterly preceding fiscal year, and in the case of the audited consolidated financial statements for a certificate of such auditors stating that they have obtained no knowledge of any Default or Event of Default which has occurred and is continuing or, if in the Financial Year to opinion of such quarter end, prepared in accordance with GAAP auditors such a Default or Event of Default has occurred and (B) together with each such delivery of financial statements pursuant to this paragraphis continuing, a duly completed and executed Compliance Certificate relating thereto;statement as to the nature thereof. (iib) Furnish to the Lender, as soon as practicable available and in any event within 90 forty-five (45) days after the end of each Financial Yearof the first three fiscal quarters of the Borrower, (Ai) the annual consolidated unaudited financial statements of Borrower and its Subsidiaries consisting of a balance sheet and the Borrower related statements of income, retained earnings and cash flows as at the end of and for such fiscal quarter and for the period from the beginning of the fiscal year to the end of such quarter, all prepared in accordance with GAAPGAAP applied on a basis consistent with prior periods, subject to normal year end adjustments and the absence of footnotes, accompanied by a certificate of the chief financial officer or controller of Borrower to the effect that (A) such financial statements present fairly in all material respects the financial position of Borrower and its Subsidiaries as at the end of such fiscal quarter and the results of their operations for such fiscal quarter in accordance with GAAP applied on a basis consistent with prior periods, subject to normal year end adjustments and the absence of footnotes, and (B) together with each no Default or Event of Default has occurred during such delivery fiscal quarter or, if any such Default or Event of financial statements pursuant Default has occurred and is continuing, specifying the nature thereof and the steps that the Borrower is taking to this paragraphremedy such situation, and (ii) a duly completed and executed Compliance Certificate relating thereto;list of all of its existing Subsidiaries as at such quarterly report, specifically indicating any newly formed Subsidiary since the past reporting period hereunder. (iiic) Furnish to the Lender, as soon as practicableavailable and in any event within thirty (30) days after the end of each monthly accounting period of each fiscal year (other than the last monthly accounting period for such fiscal year), monthly reports of Borrower and its Subsidiaries consisting of a consolidated balance sheet and the related consolidated statements of income, retained earnings and cash flows for such other information in monthly accounting periods, setting forth comparative figures for the possession corresponding period of the Credit Parties with respect previous year, and accompanied by a certificate of the chief financial officer of Borrower to the effect that (i) such financial statements present fairly in all material respects the financial position of Borrower and its Subsidiaries as at the end of such month and the results of their financial conditionoperations for such month, business and/or operations including copies and (ii) no Default or Event of all financial statementsDefault has occurred during such month or, proxy statementsif any such Default or Event of Default has occurred and is continuing, material reports specifying the nature thereof and other material disclosure information which the Credit Parties shall send or make available steps that the Borrower is taking to any of its shareholders or which it is required or elects to file with any Governmental Entity;remedy such situation. (ivd) Furnish to the Lender as soon as practicable but no later than available, and in any event within ten (10) days after the end issuance thereof, copies of each calendar monthsuch financial statements (other than those required to be delivered pursuant to this Section 5.1), reports and returns as Borrower shall send to its shareholders; provided, however, that, for purposes of meeting the requirements of this Section 5.1(d), Borrower shall only be required to deliver such reports and returns which are of a nature which are typically delivered to shareholders. (e) Promptly notify the Lender in writing of any pending or threatened litigation, suit or administrative proceeding affecting Borrower, whether or not the claim is covered by insurance, which reasonably is likely to materially and adversely affect the business, assets, operations or financial condition of Borrower. (f) Promptly, and in any event within three (3) Business Days after the Borrower obtains knowledge thereof, notify the Lender of the occurrence of any event which constitutes a Default or an Event of Default, which notice shall specify the nature thereof, the Credit Parties shall submit period of existence thereof and what action the Borrower proposes to take with respect thereto. (g) Furnish to the Lender a written report concerning the business and activities of the Borrower, the Goldwedge Project, the Borrower’s other Mineral Properties and all activities and occurrences with respect thereto during the preceding calendar month, to include a summary description of actions taken with respect to the Borrower, the Goldwedge Project, and the Borrower’s other Mineral Properties, a description of actual expenditures (as compared to the Mine Plan) and such other data and additional information reasonably requested by the Lender, with such monthly report to be delivered in form and substance reasonably acceptable to the Lender. (v) promptly after receiving a request from the Lender, such other certificates, reports, status updates, data and information respecting the condition or operations, financial or otherwise, of any Credit Party, the Goldwedge Project and any other Project as the Lender may reasonably request from time to time requestincluding, without limitation, copies of the written consent of Informix Software, Inc. and each other Person whose consent Borrower is required to obtain in connection with the same to be delivered in form execution, delivery and substance reasonably acceptable to performance of this Agreement and the Lenderother Loan Documents including, without limitation, the Conditional Assignment.

Financial Statements Reports and Other Information. The Borrower shall deliver, or arrange for the delivery, (a) Furnish to the Lender: (i) , as soon as practicable available and in any event within 45 ninety (90) days after the end of each quarter fiscal year of each the Borrower, consolidated financial statements of Borrower and its Subsidiaries consisting of an audited balance sheet, and the notes thereto, and the related audited statements of income, retained earnings and cash flows for such fiscal year, (A) in each case setting forth comparative consolidated figures for the Borrower’s unaudited quarterly preceding fiscal year, and in the case of the audited consolidated financial statements for a certificate of such auditors stating that they have obtained no knowledge of any Default or Event of Default which has occurred and is continuing or, if in the Financial Year to opinion of such quarter end, prepared in accordance with GAAP auditors such a Default or Event of Default has occurred and (B) together with each such delivery of financial statements pursuant to this paragraphis continuing, a duly completed and executed Compliance Certificate relating thereto;statement as to the nature thereof. (iib) During any time when the Credit Facility is not fully drawn, furnish to the Lender, as soon as practicable available and in any event within 90 forty-five (45) days after the end of each Financial Yearof the first three fiscal quarters of the Borrower, (Ai) a report stating the annual Consolidated Club Membership on the last day of such fiscal quarter, together with a calculation showing the Consolidated Club Membership for such fiscal quarter as a percentage of the average Consolidated Club Membership for the preceding four fiscal quarters of Borrower (the "Membership Retention Percentage"), (ii) consolidated unaudited financial statements of Borrower and its Subsidiaries consisting of a balance sheet and the related statements of income, retained earnings and cash flows as at the end of and for such fiscal quarter and for (c) Furnish to the Lender, as soon as available and in any event within thirty (30) days after the end of each monthly accounting period of each fiscal year (other than the last monthly accounting period for such fiscal year), monthly reports of Borrower and its Subsidiaries consisting of a consolidated balance sheet and the related consolidated statements of income, retained earnings and cash flows for such monthly accounting periods, setting forth comparative figures for the corresponding period of the previous year, and accompanied by a certificate of the chief financial officer of Borrower to the effect that (i) such financial statements present fairly in all material respects the financial position of Borrower and its Subsidiaries as at the end of such month and the results of their operations for such month, (ii) no Default or Event of Default has occurred during such month or, if any such Default or Event of Default has occurred and is continuing, specifying the nature thereof and the steps that the Borrower prepared in accordance with GAAPis taking to remedy such situation, and (Biii) together on a monthly basis with respect to the covenants of Section 7.3 and on a quarterly basis with respect to the covenants of Section 7.2, the Borrower is in compliance with such Sections 7.2 and 7.3 hereof, showing, in each case, the calculations of such delivery of financial statements pursuant to this paragraph, a duly completed and executed Compliance Certificate relating thereto;covenant. (iiid) Furnish to the Lender as soon as practicableavailable, such other information and in the possession of the Credit Parties with respect to their financial condition, business and/or operations including copies of all financial statements, proxy statements, material reports and other material disclosure information which the Credit Parties shall send or make available to any of its shareholders or which it is required or elects to file with any Governmental Entity; (iv) as soon as practicable but no later than event within ten (10) days after the end issuance thereof, copies of each calendar monthsuch financial statements (other than those required to be delivered pursuant to this Section 6.1), reports and returns as Borrower shall send to its stockholders; provided, however, that, for purposes of meeting the requirements of this Section 6.1(d), Borrower shall only be required to deliver such reports and returns which are of a nature which are typically delivered to stockholders. (e) Promptly notify the Lender in writing of any pending or threatened litigation, suit or administrative proceeding affecting Borrower, whether or not the claim is covered by insurance, which reasonably is likely to materially and adversely affect the business, assets, operations or financial condition of Borrower. (f) Promptly, and in any event within three (3) Business Days after the Borrower obtains knowledge thereof, notify the Lender of the occurrence of any event which constitutes a Default or an Event of Default, which notice shall specify the nature thereof, the Credit Parties shall submit period of existence thereof and what action the Borrower proposes to take with respect thereto. (g) Promptly notify the Lender in writing as soon as practical and, in any event, not later than three (3) days in advance of any permanent shutdown of a Fitness Club Facility. (h) Furnish to the Lender a written report concerning on January 1, 2001, and (y) not more than thirty (30) days after the business and activities commencement of each fiscal year of the Borrower, the Goldwedge Project, the Borrower’s other Mineral Properties and all activities and occurrences with respect thereto during the preceding calendar month, to include a summary description of actions taken with respect to the Borrower, the Goldwedge Project, and the Borrower’s other Mineral PropertiesBorrower thereafter, a description month by month projected operating budget and cash flow of actual expenditures the Borrower for such fiscal year (including an income statement for each month and a balance sheet as compared at the end of the last month in each fiscal quarter). All projections delivered pursuant to the Mine Planthis Section 6.1(h) shall have been prepared on a basis consistent with past budgets and such other data and information reasonably requested by the Lender, with such monthly report to be delivered in form and substance reasonably acceptable to the Lenderfinancial statements. (vi) promptly after receiving a request from Furnish to the Lender, Lender such other certificates, reports, status updates, data and additional information respecting the condition or operations, financial or otherwise, of any Credit Party, the Goldwedge Project and any other Project as the Lender may reasonably request from time to time request, with the same to be delivered in form and substance reasonably acceptable to the Lendertime.