Common use of Information Covenants Clause in Contracts

Information Covenants. The Company will furnish or cause to be furnished to each Bank: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the Company, the consolidated balance sheets of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms), which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company So long as the Loan or any other amount payable hereunder is outstanding and unpaid or the Borrower shall have the right to borrow hereunder (whether or not the conditions to borrowing have been or can be fulfilled) and unless the Lender shall otherwise consent in writing, the Borrower covenants and agrees that it will furnish or cause to be furnished to each Bankthe Lender: (a) As soon as available 11.1 Monthly financial statements and in any event within 90 information of the Borrower Within [NUMBER] days after the close last day of each month in each of the Borrower’ fiscal years a financial statement and balance sheet of the Borrower as at the end of such month, as well as an aged listing of accounts receivable and a report on Inventories in the form required by the Lender. 11.2 Annual financial statements Within [NUMBER] days after the end of each fiscal year of the Company, the consolidated Borrower: 11.2.1 a balance sheets sheet of the Company Borrower (and of its Subsidiaries subsidiaries, as the case may be), as at the end of such fiscal year and the related consolidated financial statements of incomeoperations, of stockholders' shareholders’ equity and of cash flows changes in financial position for such fiscal year, setting forth in each case in comparative consolidated form the figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms), which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows previous fiscal year, all as certified by the auditors of the Company Borrower (who shall be an independent firm of chartered accountants of recognized standing appointed by the Borrower and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year acceptable to the end of such fiscal monthLender), setting forth whose opinion shall be in comparative form scope and substance satisfactory to the corresponding periods of Lender and who shall have authorized the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for Borrower to deliver such financial statements covering and opinion thereon to the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries Lender pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company Parent and Corp. will furnish or cause to be furnished to each BankLender: (a) As as soon as available and in any event within 90 60 days after the close end of each fiscal year of the Companyfirst three quarterly fiscal periods in each Fiscal Year of Parent and Corp., the consolidated balance sheets of the Company each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such period and the related consolidated statements of income, changes in stockholders' equity and cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by an Authorized Officer of each of Parent and Corp. as presenting fairly, in accordance with GAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Required Lenders) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments; (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of Parent and Corp., consolidated balance sheets of each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such year and the related consolidated statements of income, of operations, changes in stockholders' equity and of cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such fiscal yearFiscal Year, setting forth in each case in comparative form the consolidated figures for the preceding previous fiscal year year, all in reasonable detail and accompanied by a report on such consolidated balance sheets and financial statements by thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms)selected by Parent, which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for as otherwise specified in such changes with which report; provided any exceptions or qualifications thereto must be acceptable to the independent certified public accountants concurRequired Lenders) and that the examination audit by such accountants was conducted in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.; (b) As soon as practicable and in any event (xc) within 30 days five Business Days after the end any Borrower becomes aware of the each month ending after the Closing Dateoccurrence of any Default, (i) the consolidated balance sheet a certificate of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end an Authorized Officer of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after Borrowers setting forth the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended details thereof and the year to date. (c) Together with each delivery of financial statements of action which the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition Borrowers are taking or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto.; (d) At promptly upon the time mailing thereof to the security holders of the delivery Borrowers generally, copies of all financial statements, reports and proxy statements so mailed; (e) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Borrowers shall have filed with the Securities and Exchange Commission or any national securities exchange; (f) if and when Parent, Corp. or any member of the Controlled Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice; (g) promptly after any Borrower knows of the commencement thereof, notice, of any litigation, dispute or proceeding involving a claim against any of the Borrowers and/or any Subsidiary for $10,000,000 or more in excess of amounts covered in full by applicable insurance; (h) from time to time such additional information regarding the financial position or business of the Borrowers and their Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request; (i) at the request of any Lender, promptly after the filing thereof, a copy of the annual statements for each calendar year and quarterly statements for each calendar quarter as filed with the New York Insurance Department or other then comparable agency of other jurisdictions and the financial statements provided of Corp. for each calendar year or quarter prepared in Sections 6.01(a) and accordance with Statutory Accounting Principles accompanied by a report thereon of the independent public accountants of Parent referred to in paragraph (b)) above; and (j) at the request of any Lender, (y) at any time when a certificate DB Loan is outstanding, quarterly and annual summary financial statements of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days applicable Designated Borrower as promptly as possible after the end of each of the Company's first three fiscal quarters in each quarter and fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presentedDesignated Borrower. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company Parent and Corp. will furnish or cause to be furnished to each BankLender: (a) As as soon as available and in any event within 90 60 days after the close end of each fiscal year of the Companyfirst three quarterly fiscal periods in each Fiscal Year of Parent and Corp., the consolidated balance sheets of the Company each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such period and the related consolidated statements of income, changes in stockholders’ equity and cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by an Authorized Officer of each of Parent and Corp. as presenting fairly, in accordance with GAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Required Lenders) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments; (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of Parent and Corp., consolidated balance sheets of each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such year and the related consolidated statements of income, of operations, changes in stockholders' ’ equity and of cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such fiscal yearFiscal Year, setting forth in each case in comparative form the consolidated figures for the preceding previous fiscal year year, all in reasonable detail and accompanied by a report on such consolidated balance sheets and financial statements by thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms)selected by Parent, which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for as otherwise specified in such changes with which report; provided any exceptions or qualifications thereto must be acceptable to the independent certified public accountants concurRequired Lenders) and that the examination audit by such accountants was conducted in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.; (b) As soon as practicable and in any event (xc) within 30 days five Business Days after the end any Borrower becomes aware of the each month ending after the Closing Dateoccurrence of any Default, (i) the consolidated balance sheet a certificate of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end an Authorized Officer of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after Borrowers setting forth the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended details thereof and the year to date. (c) Together with each delivery of financial statements of action which the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition Borrowers are taking or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto.; (d) At promptly upon the time mailing thereof to the security holders of the delivery Borrowers generally, copies of all financial statements, reports and proxy statements so mailed; (e) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Borrowers shall have filed with the Securities and Exchange Commission or any national securities exchange; (f) if and when Parent, Corp. or any member of the Controlled Group (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice; (g) promptly after any Borrower knows of the commencement thereof, notice, of any litigation, dispute or proceeding involving a claim against any of the Borrowers and/or any Subsidiary for $10,000,000 or more in excess of amounts covered in full by applicable insurance; (h) from time to time such additional information regarding the financial position or business of the Borrowers and their Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request; (i) at the request of any Lender, promptly after the filing thereof, a copy of the annual statements for each calendar year and quarterly statements for each calendar quarter as filed with the New York Insurance Department or other then comparable agency of other jurisdictions and the financial statements provided of Corp. for each calendar year or quarter prepared in Sections 6.01(a) and accordance with Statutory Accounting Principles accompanied by a report thereon of the independent public accountants of Parent referred to in paragraph (b)) above; and (j) at the request of any Lender, (y) at any time when a certificate DB Loan is outstanding, quarterly and annual summary financial statements of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days applicable Designated Borrower as promptly as possible after the end of each of the Company's first three fiscal quarters in each quarter and fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presentedDesignated Borrower. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company Borrower will furnish or cause to be furnished to each BankLender: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the Companymonthly accounting period, the consolidated balance sheets sheet of the Company and its Subsidiaries Borrower as at the end of such fiscal year monthly period and the related consolidated statements of incomeoperations, of stockholdersshareholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures monthly period and for the preceding elapsed portion of the fiscal year and a report on ended with the last day of such consolidated balance sheets and financial statements monthly period, each such statement to be certified by independent certified public accountants an appropriate officer of recognized national standing (which shall be one of the "Big Five" accounting firms)Borrower, which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and certificate shall state that such consolidated financial statements present fairly the consolidated financial position balance sheet and related income, equity interests and cash flows of Borrower as of the Company dates and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated indicated, in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and in each case setting forth comparative figures for the examination by such accountants was conducted in accordance with generally accepted auditing standardsfiscal year budget, subject to normal year-end audit adjustments. (b) As soon as practicable and available, a budget of Borrower in any event (x) within 30 days after the end of the reasonable detail for each month ending after the Closing Dateof its fiscal year, (i) the consolidated balance sheet of the Company and as customarily prepared by management for its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal monthinternal use, setting forth in comparative form the corresponding periods of the prior fiscal year commencing forth, with fiscal year 1999appropriate discussion, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for principal assumptions upon which such financial statements covering the quarter then ended and the year to date. (c) budgets are based. Together with each delivery of financial statements pursuant to Section 5.1(a), a comparison of the Company and its Subsidiaries current year to date financial results against the budgets required to be submitted pursuant to subsection (athis Section 5.1(b) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretopresented. (dc) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (bSection 5.1(a), (y) a certificate of the chief financial an appropriate officer or other Authorized Officer of the Company each of Borrower to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented.; (ed) Promptly upon receipt thereof, a copy, if any, copy of each annual "management letter" submitted to the Company Borrower by its independent accountants in connection with any annual compilation, review or audit made by them of the books of the Company or any of its SubsidiariesBorrower. (fe) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company Borrower to its security holders in their capacity as such (other than to the Company or another Subsidiary) securityholders of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries Borrower with any securities exchange or with the SEC United States Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company Borrower to the public concerning material developments in the business of the Company and its Subsidiariespublic. (gf) Promptly upon any senior officer of any Borrower obtaining knowledge Prompt written notice (wx) of any condition or event which constitutes a Default or Event of Default, or becoming aware (y) that any Bank holder of any note or other evidence of Indebtedness of Borrower has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.047.4, or (yz) of any event which could reasonably be expected to have a material adverse change Material Adverse Effect. (g) Prompt written notice of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting Borrower or any property of any of Borrower not previously disclosed to Lender, which action, suit, proceeding, governmental investigation or arbitration which seeks (or in the businesscase of multiple actions, operationssuits, propertiesproceedings, assets, nature of assets, condition (financial governmental investigations or otherwise) or prospects arbitrations arising out of the Company same general allegations or circumstances which seek) recovery from Borrower aggregating $100,000 or more. In addition to the requirements set forth in the previous sentence, Borrower upon request shall promptly give notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered to Lender pursuant to this Section 5.1(g) and provide such other information as may be reasonably available to it (exclusive of privileged documents) to enable Lender and its Subsidiariescounsel to evaluate such matters. (h) On demand, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoother information that Lender shall reasonably request.

Information Covenants. The Company Holdings will furnish or cause to be furnished to each Bankthe Lender: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the CompanyHoldings, the consolidated balance sheets sheet of the Company Holdings and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholdersshareholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms)standing, which report shall not be qualified as to the scope of audit or as to the status of the Company Holdings and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly fairly, in all material respects, the consolidated financial position of the Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as available and in any event within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of Holdings, the consolidated balance sheet of Holdings and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of income, of shareholders' equity and of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, setting forth in comparative form the same information for the corresponding periods of the prior fiscal year. (c) As soon as practicable and in any event (x) within 30 days after the end of the month of July, 1998 and each month ending after the Closing Datethereafter, (i) the consolidated balance sheet of the Company Holdings and its Subsidiaries as at the end of such period and (ii) the related consolidated statements of income and cash flows of Holdings each in the Company and its Subsidiariesform customarily prepared by management, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the same information for the corresponding periods of the prior fiscal year commencing year, together with fiscal year 1999, the corresponding periods a brief narrative discussion and analysis prepared by management describing Holdings' results of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis operations for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretomonth. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a5.01(a) and (b), (y) a certificate of the chief executive officer, chief financial officer, controller, chief accounting officer or other Authorized Officer of the Company Holdings to the effect that such financial statements are true and complete in all material respects and that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company Holdings or any Subsidiary of the Company Holdings to its security holders in their capacity as such (other than to Holdings, the Company Borrower or another Subsidiary) Subsidiary of Holdings), of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company Holdings or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company Holdings or any Subsidiary of the Company Holdings to the public concerning material developments in the business of the Company Holdings and its Subsidiaries. (gf) Promptly upon any senior officer of any Borrower Senior Officer obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to Holdings, the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.047.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of Holdings, the Company Borrower and its Subsidiaries, Subsidiaries taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company Holdings has taken, is taking and propose proposes to take with respect thereto. (i) Promptly upon any Senior Officer obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting Holdings, the Borrower or any of its Subsidiaries or any property of Holdings, the Borrower or any of its Subsidiaries not previously disclosed to the Lender, which action, suit, proceeding, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from Holdings, the Borrower or any of its Subsidiaries aggregating $500,000 or more (exclusive of claims covered by insurance policies of Holdings, the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), Holdings shall give notice thereof to the Lender and provide such other information as may be reasonably available to enable the Lender and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within 45 days after the end of each fiscal quarter, Holdings shall provide a report to the Lender covering any institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration (not previously reported) against or affecting Holdings, the Borrower or any of its Subsidiaries or any property of Holdings, the Borrower or any of its Subsidiaries not previously disclosed to the Lender, which action, suit, proceeding, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from Holdings, the Borrower or any of its Subsidiaries aggregating $250,000 or more (exclusive of claims covered by insurance policies of Holdings, the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), and shall provide such other information at such time as may be reasonably available to enable the Lender and its counsel to evaluate such matters; (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 5.01(g), Holdings upon request shall promptly give notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered to the Lender pursuant to clause (i) or (ii) above to the Lender and provide such other information as may be reasonably available to it to enable the Lender and its counsel to evaluate such matters and (iv) promptly upon any Senior Officer obtaining knowledge of any material dispute in respect of or the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in respect of any material contract of Holdings, the Borrower or any of its Subsidiaries, Holdings shall give notice thereof to the Lender and shall provide such other information as may be reasonably available to enable the Lender and its counsel to evaluate such matters. (h) With reasonable promptness, such other information and data with respect to Holdings, the Borrower or any of its Subsidiaries or any other similar entity in which Holdings, the Borrower or any of its Subsidiaries has an investment, as from time to time may be reasonably requested by the Lender and may be reasonably available to Holdings or the Borrower. (i) Holdings shall deliver to the Lender, within 15 days after filing with the SEC, copies of Holdings' annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which is filed by Holdings with the SEC pursuant to Section 13 or 15(d) of the Exchange Act within the time periods prescribed under such rules and regulations. In addition, Holdings shall file with the Lender Holdings' annual reports to shareholders and any quarterly or other financial reports furnished by Holdings to shareholders generally.

Information Covenants. The Company Borrower will furnish or cause to be furnished the Administrative Agent (who will distribute to each Bank: Lender): (a) Annual Financial Statements. As soon as available and in any event within on or before the date on which such financial statements are required to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is (x) in the case of the fiscal year ending on December 31, 2012, 120 days after the end of such fiscal year and (y) thereafter, 90 days after the close end of each such fiscal year of the Companyyear), the consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year year, and the related consolidated statements statement of income, of stockholders' equity operations and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year year, all in reasonable detail and a report on such consolidated balance sheets prepared in accordance with GAAP, and financial statements certified by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms), which report whose opinion shall not be qualified as to the scope of audit or as to the status of the Company Borrower or any of the Subsidiaries (other than any Immaterial Subsidiary) as a going concern. (b) Quarterly Financial Statements. As soon as available and in any event on or before the date on which such financial statements are required to be filed with the SEC with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (commencing with the fiscal quarter ending on June 30, 2012; provided that, with respect to the fiscal quarter ending on June 30, 2012, such financial statements shall be separate financial statements for each of (i) the Borrower and its Subsidiaries as a going concern of such date and shall state that such consolidated financial statements present fairly the consolidated financial position of (ii) the Company and its Subsidiaries as at of such date) (or, if such financial statements are not required to be filed with the dates indicated and SEC, on or before the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event date that is (x) within 30 in the case of the fiscal quarters ending on June 30, 2012, and September 30, 2012, 60 days after the end of the each month ending such quarterly accounting period and (y) thereafter, 45 days after the Closing Dateend of each such quarterly accounting period), (i) the consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such quarterly period and (ii) the related statements consolidated statement of income operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries (and, with respect to the financial statements for the fiscal quarter ending on June 30, 2012, the Company and its Subsidiaries) in accordance with GAAP, in each case for such fiscal month subject to changes resulting from audit and for the period from the beginning of the then current fiscal year to the normal year-end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateaudit adjustments. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company Borrower will furnish or cause to be furnished to each Bankthe Agent: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the CompanyBorrower, the audited consolidated balance sheets of the Company and its Subsidiaries as Borrower at the end of such fiscal year and the related consolidated statements of incomeoperations, of cash flows and of stockholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements by independent certified public accountants of nationally recognized national standing (which shall be one of that is satisfactory to the "Big Five" accounting firms)Agent, which report shall not be qualified as to the scope of audit or as to the status of the Company Borrower and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and Borrower if applicable its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable available and in any event (x) within 30 45 days after the end close of each of the first three quarterly accounting periods in each month ending after fiscal year of the Closing Borrower, commencing with the first fiscal quarter following the Commencement Date, (i) the unaudited consolidated balance sheet of the Company Borrower and if applicable its Subsidiaries as at the end of such quarterly period and (ii) the related unaudited consolidated statements of income and operations, of cash flows and of stockholders' equity for such quarterly period and for the elapsed portion of the Company fiscal year ended with the last day of such quarterly period, and its Subsidiaries, in each case for such fiscal month and setting forth comparative consolidated figures for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth related periods in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year subject to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presentednormal year-end audit adjustments. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Parent Company or the Borrower Representative will furnish or cause to be furnished to each Bank: the Administrative Agent: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the Parent Company, the consolidated balance sheets sheet of the Parent Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity income and retained earnings and of cash flows for such fiscal year, year and setting forth comparative consolidated figures for the preceding fiscal year and a report on certified by Xxxxx & Young LLP or such consolidated balance sheets and financial statements by other independent certified public accountants of recognized national standing (which as shall be one reasonably acceptable to the Administrative Agent, in each case to the effect that such statements fairly present in all material respects the financial condition of the "Big Five" accounting firms), which report shall not be qualified as to the scope of audit or as to the status of the Parent Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows changes in financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for years, together with a certificate of such changes with accounting firm stating that in the course of its regular audit of the business of the Parent Company and its Subsidiaries, which the independent certified public accountants concur) and the examination by such accountants audit was conducted in accordance with generally accepted auditing standards. , no Default or Event of Default which has occurred and is continuing has come to their attention or, if such a Default or an Event of Default has come to their attention, a statement as to the nature thereof; provided that any such statement made by such accountants may be limited to the extent required by accounting rules and guidelines; (b) As soon as practicable and in any event (xi) within 30 60 days after the end close of the each month fiscal quarter ending September 30, 2023 and (ii) commencing with the fiscal quarter ending March 31, 2024, within 45 days after the Closing Dateclose of the first three quarterly accounting periods in each fiscal year of the Parent Company, (i) the consolidated balance sheet of the Parent Company and its Subsidiaries as at the end of such quarterly accounting period and (ii) the related consolidated statements of income and retained earnings and of cash flows of the Company and its Subsidiaries, in each case for such fiscal month quarterly accounting period and for the period from the beginning elapsed portion of the then current fiscal year to ended with the end last day of such fiscal monthquarterly accounting period, setting forth all of which shall be in comparative form the corresponding periods reasonable detail and certified by an Authorized Officer of the prior fiscal year commencing with fiscal year 1999, Parent Company that they fairly present in all material respects the corresponding periods financial condition of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Parent Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of such footnotes; (c) commencing with the fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attentionquarter ending September 30, specifying the nature and period of existence thereof and what action the Company has taken2023, is taking and propose to take with respect thereto. within five (d5) At the time Business Days of the delivery of the financial statements provided for in Sections 6.01(a) and (b6.01(b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company Compliance Certificate to the effect that no Default or Event of Default exists, exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied shall, if delivered in connection with the financial statements in respect of a period ending on the last day of a quarterly basis (i.e., within 45 days after the end of each fiscal quarter or fiscal year of the Parent Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent , setting forth (i) the calculations 110 CHAR1\1999704v12 required to establish whether the Parent Company was in compliance with the covenants in this Agreement (including without limitation the financial covenants set forth in Sections 7.05 7.08 and 7.10 through 7.13 inclusive) 7.09 as at the end of such fiscal period quarter or year, as the case may be, be and (zii) a comparison the calculation (in reasonable detail) of the current Available Amount as at the last day of the respective fiscal quarter or fiscal year to date financial results against of the plan/budget required Parent Company, as the case may be (which delivery may be by electronic communication including fax or email and shall be deemed to be submitted pursuant to subsection an original authentic counterpart thereof for all purposes); (kd) shall be presented. concurrently with the delivery of the financial statements provided for in Section 6.01(a), consolidated budgets of the Parent Company and its Restricted Subsidiaries in reasonable detail for each of the four fiscal quarters of such fiscal year, in each case as customarily prepared by management for its internal use setting forth the principal assumptions upon which such budgets are based; (e) Promptly upon receipt thereofpromptly, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants and in connection with any annual audit made by them event within five Business Days after an officer of the books of the Parent Company or any of its Subsidiaries. Restricted Subsidiaries obtains actual knowledge thereof, notice of (fi) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer occurrence of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or an Event of Default, or becoming aware that any Bank has given any written which notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying shall specify the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, thereof and what action the Company has taken, is taking and propose proposed to take be taken with respect thereto., (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrators or Governmental Authorities against or affecting the Parent Company or any of its Restricted Subsidiaries which, if adversely determined, is reasonably likely to have a Material Adverse Effect and (iii) any other event which (x) has had (unless same has ceased to exist in all respects) or (y) is reasonably likely to have, a Material Adverse Effect; (f) promptly upon transmission thereof, (i) copies of any filings and registrations with, and reports to, the SEC by the Parent Company or any of its Restricted Subsidiaries, (ii) copies of all financial information, notices and reports as the Parent Company or any of its Restricted Subsidiaries shall send to the holders of any material Indebtedness in their capacity as such holders (to the extent not theretofore delivered to the Lenders pursuant to this Agreement) and (iii) copies of all financial statements, proxy statements, notices and reports as the Parent Company or any of its Restricted Subsidiaries shall send generally to analysts and the holders of their capital stock or public Indebtedness in their capacity as such holders (to the extent not theretofore delivered to the Lenders pursuant to this Agreement); (g) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b), for any period in which the Parent Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, unaudited consolidating financial statements reflecting adjustments necessary to eliminate the accounts and results of operations of the Unrestricted Subsidiaries and their Subsidiaries from such financial statements delivered pursuant to Section 6.01(a) or 6.01(b), all in reasonable detail and certified by an Authorized Officer of the Parent Company as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Company and its Restricted Subsidiaries in accordance with GAAP, subject only to normal year end audit adjustments and the absence of footnotes; and (h) from time to time, such other information or documents (financial or otherwise) with respect to the Parent Company or its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request, including for purposes of complying with the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 6.01(a), 6.01(b) or 6.01(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted

Information Covenants. The Company Parent will furnish or cause to be furnished to each BankLender: (a) As soon as available and in any event within 90 Annual Financial Statements. Within 100 days after the close of each fiscal year of Parent (x) to the Companyextent prepared to comply with SEC requirements, a copy of the SEC Form 10-Ks filed by Parent (and at such time when the Borrower is not Parent, the Borrower) with the SEC for such fiscal year, or, if no such Form 10-K was so filed by Parent and/or the Borrower for such fiscal year, the consolidated balance sheets sheet of the Company Parent and its Subsidiaries (and at such time when the Borrower is not Parent, of the Borrower and its Subsidiaries), as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity income and of cash flows for such fiscal year, setting forth comparative consolidated figures as of the end of and for the preceding fiscal year year, and a report on such consolidated balance sheets and financial statements examined by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms), which report whose opinion shall not be qualified as to the scope of audit or as to the status of the Company and Parent or any of its Subsidiaries as a going concern and shall state concern, together in any event with a certificate of such accounting firm stating that such consolidated financial statements present fairly in the consolidated financial position course of its regular audit of the Company business of Parent (and its Subsidiaries as at such time when the dates indicated and Borrower is not Parent, the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with Borrower), which the independent certified public accountants concur) and the examination by such accountants audit was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable , such accounting firm has obtained no knowledge of any Default or Event of Default which has occurred and is continuing or, if in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end opinion of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for accounting firm such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come occurred and is continuing, a statement as to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate the consolidated balance sheet of Parent and its Non-Nabisco Subsidiaries (and at such time when the Borrower is not Parent, of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default existsBorrower and its Non-Nabisco Subsidiaries), or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year and the related consolidated statements of income and of cash flows for such fiscal year, setting forth comparative consolidated figures as of the case may beend of and for the preceding fiscal year, and (z) a comparison examined by an independent certified public accountant of the current year to date financial results against the plan/budget required to recognized national standing whose opinion shall not be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted qualified as to the Company by its independent accountants in connection with any annual scope of audit made by them or as to the status of the books of the Company Parent or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Non-Nabisco Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretogoing concern.

Information Covenants. The Except for those items described below in Sections 7.01(c), (e), (f), (h) and (i) which will be furnished by the Company to the Agent, the Company will furnish or cause to be furnished to each BankLender: (a) As soon as available available, and in any event within 90 thirty (30) days after each month-end and forty-five (45) days after the close of each of the first three fiscal quarters in each fiscal year of the Company, the consolidated monthly and consolidated quarterly unaudited balance sheets of the Company and its Subsidiaries as of the end of such periods and the related consolidated and consolidating (on a business unit basis) unaudited statements of income and cash flows for such periods, setting forth, in each case, commencing on the Financial Statement Delivery Date after the first anniversary of this Agreement, comparative figures for the related periods in the prior fiscal year and, commencing fiscal year 1999 on a quarterly basis, for the budget delivered pursuant to subsection (h) below, all of which shall be certified by any Responsible Officer as fairly presenting in all material respects, the financial position of the Company as of the end of such period and the results of its operations for the period then ended in accordance with GAAP, subject to changes resulting from normal year-end adjustments, excluding footnotes; and (b) As soon as available, and in any event within ninety (90) days after the close of each fiscal year of the Company, the audited consolidated and unaudited consolidating (on a business unit basis) balance sheets of the Company and its Subsidiaries as at the end of such fiscal year and the related audited consolidated and unaudited consolidating (on a business unit basis) statements of income, of stockholders' equity income and of cash flows for such fiscal year, setting forth forth, in each case, comparative consolidated figures for the preceding fiscal year and a report on (i) in the case of such consolidated balance sheets and financial statements financials certified by Deloitte & Touche, L.L.P. or other independent certified public accountants of recognized national standing (which standing, whose report shall be one of the "Big Five" accounting firms), which report shall not be qualified without limitation as to the scope of the audit or as and unqualified and otherwise reasonably satisfactory in substance to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period Agent and (ii) in the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting consolidating financials certified as set forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and Section 7.01 (ya) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateabove. (c) Together with each delivery of financial statements Promptly after any Responsible Officer of the Company and its Subsidiaries pursuant to subsection (a) aboveobtains knowledge thereof, a written statement by the independent public accountants giving the report thereon notice of; (i) stating that their audit examination has included a review of the terms of Sections 6any material violation of, 7noncompliance with, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewithor remedial obligations under, Environmental Laws, (ii) stating whetherany material Release or threatened material Release of Hazardous Materials affecting any property owned, in connection with their audit examination, any condition leased or event which constitutes a Default operated by the Company or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and its Subsidiaries, (iii) stating that based on their audit examination nothing has come to their attention the existence of any event or condition which causes them to believe that as of the end of such fiscal year of the Company there existed constitutes a Default or an Event of Default related Default, (iv) any material violation of public health or welfare laws or regulations, (v) the filing of any tax or other governmental Liens, (vi) the creation of any Subsidiary, (vii) any Person having given any written notice to the breach Company or its Subsidiaries or taken any other action with respect to a claimed default or event of default under any Material Contract or under any other instrument or agreements in each case which would reasonably be expected to have a Material Adverse Effect, (viii) the institution of any covenant set forth litigation in Section 6 or 7 as they relate to accounting matters and if such a which the damages claimed are in excess of $500,000 beyond the amount which is covered by the Company's insurance for which the insurer has acknowledged coverage with respect thereto, and (ix) any other condition or event has come which, in the opinion of management of the Company, would reasonably be expected to their attentionhave a Material Adverse Effect, specifying which notice shall specify the nature and period of existence thereof and specifying the notice given or action taken by such Person and the nature of any such claimed default, event or condition and, in the case of an Event of Default or Default, what action the Company has been taken, is taking and propose being taken or is proposed to take be taken with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b)On any Financial Statement Delivery Date, (y) a certificate of the chief financial officer or other Authorized a Responsible Officer of the Company to the effect that no Default or Event of Default exists, exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been the action that is being taken or will that is proposed to be taken in with respect thereofthereto, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting set forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 provisions of Section 8.13 and 7.10 through 7.13 inclusive) Section 8.14 as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) As soon as available and in any event within twenty-five (25) days after the end of each month commencing August, 1998, a Borrowing Base Certificate and an aging of Receivables in form and substance reasonably satisfactory to the Agent. (f) Upon request by the Agent any existing environmental report, study or audit of the Company's or its Subsidiaries' procedures and policies, assets and operations in respect of Environmental Laws as the Agent may reasonably request, provided that such existing report, study or audit is in the possession of the Company or its Subsidiaries or, if not in their possession, is reasonably obtainable from a third party having possession and subject to such conditions and requirements as the Company or its Subsidiaries may reasonably impose to protect legal privilege, provided that such conditions or requirements may not extend to withholding information pertaining to factual circumstances or conditions that the Company would otherwise be required to disclose under this Agreement. (g) Promptly upon receipt thereof, a copy, if any, copy of each annual "any report or management letter" letter submitted to the Company or its Subsidiaries by its independent accountants in connection with any annual regular or special audit made by them of the books Company's or its Subsidiaries' records. (h) Within sixty (60) days after the start of each fiscal year of the Company or any of its Subsidiaries. (f) Promptly upon their becoming availablebeginning with fiscal year 1999, copies of all consolidating a financial plan and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business budget of the Company and its SubsidiariesSubsidiaries for such fiscal year prepared by the Company in its ordinary course of business, which financial plan and budget shall include a balance sheet and related statements of income and cash flow for such fiscal year. (gi) From time to time and with reasonable promptness, such other information or documents as the Agent or any Lender through the Agent may reasonably request. (j) Promptly upon any senior officer filing, a copy of any Borrower obtaining knowledge Company Current Report Form 8K filed by the Company with the Securities and Exchange Commission (w) of or any condition governmental body or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect agency succeeding to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition the functions of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company Securities and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoExchange Commission).

Information Covenants. The Company will Each Obligor Party shall furnish or cause to be furnished to each Bankthe Administrative Agent: (a) As soon Upon the earlier to occur of (i) five Business Days after being filed with the SEC and (ii) the date that is the deadline to file with SEC, the quarterly report on Form 10-Q, or its equivalent, of Parent for such Fiscal Quarter; provided that the Obligor Parties shall be deemed to have furnished said quarterly report on Form 10-Q for purposes of this Section 7.01(a) on the date the same shall have been made available on “XXXXX” (or any successor thereto) or on its home page on the worldwide web (which page is, as available and in any event within 90 days after the close of each fiscal year of the Companydate of this Agreement, located at xxx.xxxxxxxxxxx.xxx). Such quarterly report shall include, and to the extent it does not include shall be supplemented by, a consolidated balance sheets sheet, income statement and related statements of the Company operations, stockholders’ equity and its Subsidiaries cash flows as at of the end of and for such fiscal year Fiscal Quarter and the related consolidated statements then-elapsed portion of income, of stockholders' equity and of cash flows for such fiscal yearthe Fiscal Year, setting forth in each case in comparative consolidated form the figures for the preceding fiscal year corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, together with a corresponding discussion and analysis of results from management, all certified by one of its Principal Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. (b) Upon the earlier to occur of (i) five Business Days after being filed with the SEC and (ii) the date that is the deadline to file with the SEC, the annual report on Form 10-K, or its equivalent, of Parent for such consolidated balance sheets and financial statements Fiscal Year, certified by KPMG LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and the Required Lenders, whose certification shall be without qualification or scope limitation; provided that (i) the Obligor Parties shall be deemed to have furnished said annual report on Form 10-K for purposes of this Section 7.01(b) on the date the same shall have been made available on “XXXXX” (or any successor thereto) or on its home page on the worldwide web (which page is, as of the date of this Agreement, located at xxx.xxxxxxxxxxx.xxx) and (ii) if said annual report on Form 10-K contains the report of such independent public accountants (without qualification or exception, and to the effect, as specified above), no Obligor Party shall be one required to deliver such report. Such annual report shall include, and to the extent it does not include shall be supplemented by, Parent’s audited consolidated balance sheet, income statement and related statements of operations, stockholders’ equity and cash flows as of the "Big Five" accounting firms)end of and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (which report opinion shall not be qualified without qualification or exception as to the scope of audit or as such audit) to the status of the Company and its Subsidiaries as a going concern and shall state effect that such consolidated financial statements present fairly in all material respects the consolidated financial position condition and results of the Company operations of Parent and its consolidated Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a consolidated basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateGAAP consistently applied. (c) Together with each delivery of financial statements Promptly after the same become publicly available (whether on “XXXXX” (or any successor thereto) or Parent’s homepage on the worldwide web or otherwise), notice to the Administrative Agent of the Company filing of all periodic reports on Form 10-K or Form 10-Q, and all amendments to such reports and all definitive proxy statements filed by any Obligor or any of its Subsidiaries pursuant with the SEC, or any Governmental Authority succeeding to subsection any or all of the functions of the SEC, or with any national securities exchange, or distributed by Parent to its shareholders generally, as the case may be (aand in furtherance of the foregoing, Parent will give to the Administrative Agent prompt written notice of any change at any time or from time to time of the location of Parent’s home page on the worldwide web). (d) abovePromptly, a written statement by the independent public accountants giving the report thereon and in any event within five (5) Business Days after: (i) stating that their audit examination has included a review the occurrence of any of the terms following with respect to any Obligor or any of Sections 6its Restricted Subsidiaries: (A) the service of process on Parent or any of its Restricted Subsidiaries with respect to the pendency or commencement of any litigation, 7arbitration or governmental proceeding against such Obligor or Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect and (B) the institution of any proceeding against any Obligor or any of its Restricted Subsidiaries with respect to, 8 or the receipt of notice by such Person of potential liability or responsibility for violation or alleged violation of, any law, rule or regulation (including any Environmental Law) which would reasonably be expected to have a Material Adverse Effect and 9 (C) any casualty or other insured damage to any material portion of this Agreement as they relate to accounting matters but without having conducted the Collateral or the commencement of any special auditing procedures in connection therewith, action or proceeding for the taking of any material portion of the Collateral interest therein under power of eminent domain or by condemnation or similar proceeding; or (ii) stating whether, in connection with their audit examination, any Obligor Party obtains knowledge of the occurrence of any event or condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to Default; or (iii) any Obligor Party obtains knowledge of the breach occurrence of any covenant set forth in Section 6 a Change of Control; a notice of such event, condition, occurrence or 7 as they relate to accounting matters and if such a condition or event has come to their attentiondevelopment, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretothereof. (de) At the time of Within five Business Days after the delivery of the financial statements provided for in Sections 6.01(aSection 7.01(a) and (b7.01(b), (yi) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable with respect to the Administrative Agent fiscal period covered by such financial statements and (ii) a report setting forth the calculations required to establish whether amount of cash and Unrestricted Cash of Parent on a consolidated basis as of the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end date of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiariesstatements. (f) Promptly upon their becoming availablePromptly, copies and in any event within 30 days after any Responsible Officer of all consolidating and consolidated financial statementssuch Obligor Party obtains knowledge thereof, reportsnotice of: (i) the occurrence or expected occurrence of (A) any ERISA Event with respect to any Plan or any Multiemployer Plan, notices and proxy statements sent (B) a failure to make any required contribution to a Plan before the due date (including extensions) thereof or made available generally (C) any Lien in favor of the PBGC or a Plan, in each case that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; and (ii) the institution of proceedings or the taking of any other action by the Company PBGC or Parent or any Subsidiary ERISA Affiliate or any administrator or trustee of the Company to its security holders in their capacity as such (other than a Multiemployer Plan with respect to the Company withdrawal from, or another Subsidiarythe termination, insolvency, endangered, critical or critical and declining status (within the meaning of such terms as used in ERISA) of all regular of, any Plan or Multiemployer Plan, which withdrawal, termination, insolvency, endangered, critical or critical and periodic reports and all registration statements and prospectusesdeclining status would reasonably be expected to, if any, filed by the Company individually or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiariesaggregate, have a Material Adverse Effect. (g) Promptly upon As soon as available, and in any senior officer event within 60 days after the start of each Fiscal Year, copies of Parent’s Projections, for the forthcoming fiscal year, quarter by quarter, certified by a Principal Financial Officer of Parent as being such officer’s good faith estimate of the financial performance of Parent and its Subsidiaries during the period covered thereby. (h) (i) Within 30 days after the consummation of any Borrower obtaining knowledge Collateral Transfer resulting in Book Value of Assets of greater than $25,000,000 ceasing to be LC Priority Collateral, (wA) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action of such Collateral Transfer (including the book value of the LC Priority Collateral so transferred), (B) a certificate of a Principal Financial Officer of an Obligor Party, certifying that after giving effect to such Collateral Transfer, the Book Value of Assets with respect to all remaining LC Priority Collateral is no less than $1,250,000,000 and (C) a claimed Default reasonably detailed calculation demonstrating Parent’s calculation of such Book Value of Assets and (ii) within five Business Days after the delivery of the financial statements provided for in Section 7.01(a) and 7.01(b), a calculation of the Book Value of Assets as of the end of the fiscal period covered by such financial statements. (i) Promptly, and in any event within five (5) Business Days after, notices of default sent to or Event from the Obligors in connection with the Senior Secured Notes, Exit Senior Notes Indenture or any amendment, supplement or other modification to the Senior Secured Notes Indenture, the Exit Senior Notes Indenture or any documents related to either of Default under this Agreementthe foregoing. (j) From time to time and with reasonable promptness, (x) that any Person has given any written notice to any Borrower such other information or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition documents (financial or otherwise) with respect to any Obligor or prospects any of its Restricted Subsidiaries as the Company Administrative Agent or any Lender through the Administrative Agent may reasonably request including with respect to any Collateral and its Subsidiaries(y) information and 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, taken as a whole, an Officers' Certificate specifying including the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person PATRIOT Act and the nature Beneficial Ownership Regulation (to the extent applicable); provided that any non-public information obtained by any Person pursuant to such request shall be treated as confidential information in accordance with Section 11.06. Notwithstanding the foregoing, no Obligor or any of such claimed Default, Event its Restricted Subsidiaries shall be required to deliver any information or documents if the disclosure thereof to the Administrative Agent or any Lender would violate a binding confidentiality agreement with a Person that is not an Affiliate of Default, event Parent or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoany Subsidiary.

Information Covenants. The Company will shall furnish or cause to be furnished to each Bankthe Purchaser: (a) As soon as available and in any event within 90 Within ninety (90) days after the close end of each fiscal year of the Company, (i) the audited consolidated and consolidating balance sheets of the Company and its Subsidiaries at the end of such year, and (ii) the related audited consolidated and consolidating statements of income, shareholders' equity and cash flows for such fiscal year, setting forth in comparative form with respect to such financial statements figures for the previous fiscal year, all in reasonable detail, together with the opinion thereon of independent public accountants selected by the Company and reasonably satisfactory to the Purchaser (it being understood that the current accountants of the Company are satisfactory to the Purchaser), which opinion shall be unqualified and shall state that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year (except for changes, if any, which shall be specified and approved by the Purchaser in advance of the delivery of such opinion) and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; PROVIDED, HOWEVER, that such accountants' certification may be limited to the consolidated financial statements, in which case the consolidating financial statements shall be certified by the Chief Financial Officer of the Company; (i) Within forty-five (45) days after the end of each of the first three (3) quarterly accounting periods in each fiscal year of the Company, (A) the unaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of incomeperiod, of stockholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms), which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (iiB) the related unaudited consolidated and consolidating statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month period and for the period from the beginning of the then current fiscal year to the end of such fiscal monthperiod, setting forth all in comparative form reasonable detail and signed by the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each Chief Financial Officer of the Company's first three fiscal quarters in each fiscal year and within 90 days after ; (ii) no later than the end ninth business day of each calendar month, a copy of the ESFR Compliance Certificate required to be delivered to each ESFR Lender pursuant to Section 5.1(b)(x) of the ESFR Agreement, together with a statement, signed by the Chief Financial Officer of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating certifying that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any no event or condition or event which constitutes a Default or Event of Default has come exists; (iii) no later than the seventh Business Day of each calendar month, a copy of the Pool Summary report (as such term is defined in the ESFR Agreement) required to their attentionbe delivered to each ESFR Lender pursuant to Section 5.1(b)(y) of the ESFR Agreement; and (iv) within thirty (30) days after the end of each calendar month, a copy of the Company's monthly financial statement package for the immediately preceding month, including, without limitation, (A) a balance sheet as of the end of such preceding month, (B) related unaudited statements of income and cash flows for such preceding month, setting forth in comparative form with respect to such financial statements figures for the month immediately preceding such month and for the corresponding period in the prior year, (C) financial ratios, (D) a headcount analysis, (E) an executive summary report, (F) an originations report and (G) portfolio performance data, in each of clauses (A) through (G) in form acceptable to the Purchaser; (c) Together with the financial statements delivered pursuant to SECTION 8.2(a), (i) a copy of the statement required to be delivered to each ESFR Lender pursuant to Section 5.1(c) of the ESFR Agreement, and (ii) a statement, signed by the Chief Financial Officer of the Company, to the effect that he has reviewed the provisions of this Agreement and has no knowledge of any event or condition which constitutes a Default or Event of Default or, if he has such a condition or event has come to their attentionknowledge, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.;

Information Covenants. The Company Borrower will furnish or cause to be furnished to each Bank: (a) Annual Financial Statements. (i) As soon as available and in any event within 90 120 days after the close of each fiscal year of the CompanyBorrower, (x) the consolidated and consolidating balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated and consolidating statements of income and of stockholders' equity and consolidated statement of cash flows for such fiscal year, and (y) the balance sheet of each of the Borrower, FFC and FIG (on a stand alone basis in the case of the Borrower and on a consolidated basis in the case of FFC and FIG) as at the end of such fiscal year and the related statements of income and of stockholders' equity for such fiscal year, in each case prepared in accordance with GAAP and setting forth comparative figures for the preceding fiscal year, and, (1) in the case of such consolidated financial statements furnished to each Bank with respect to the Borrower and FFC, examined by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower, FFC or any of their respective Subsidiaries as a going concern and (2) in the case of such financial statements furnished to each Bank with respect to the Borrower on an unconsolidated basis and FIG, accompanied by an opinion of the Chief Financial Officer or other Authorized Officer of the Borrower stating that such financial statements fairly present the financial condition and results of operations of the Borrower or FIG, as the case may be, in accordance with GAAP. (ii) As soon as available and in any event within 180 days after the close of each fiscal year of the Borrower, (x) the annual combined financial statements of FCIC and its Subsidiaries (prepared in accordance with SAP) for such fiscal year, setting forth comparative figures for the preceding fiscal year, together with an opinion of the Chief Financial Officer or other Authorized Officer of the Borrower stating that such financial statements fairly present the combined financial condition and results of operations of FCIC and each respective Subsidiary in accordance with SAP, (y) the annual combined financial statements of FIC and its Subsidiaries (prepared in accordance with SAP) for such fiscal year, as filed with the respective Applicable Insurance Regulatory Authority and setting forth comparative figures for the preceding fiscal year, together with an opinion of the Chief Financial Officer or other Authorized Officer of the Borrower stating that such financial statements fairly present the combined finan- cial condition and results of operations of FIC and each respective Subsidiary in accordance with SAP, and (z) the annual financial statements of each P&C Insurance Subsidiary (prepared in accordance with SAP) for such fiscal period, as filed with the respective Applicable Insurance Regulatory Authority and setting forth comparative figures for the preceding fiscal year, and examined by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of any P&C Insurance Subsidiary as a going concern. (iii) As soon as available and in any event within 120 days after the close of each fiscal year of the Borrower, (x) the consolidated and consolidating balance sheet of Investors Bancor and its Subsidiaries as at the end of such fiscal year and the related consolidated and consolidating statements of income and of stockholders' equity for such year, setting forth comparative figures for the preceding fiscal year, together with an opinion of the Chief Financial Officer or other Authorized Officer of the Borrower stating that, in the case of such consolidated financial statements, such financial statements fairly present the consolidated financial condition and results of operations of Investors Bancor and each respective Subsidiary in accordance with GAAP, (y) the balance sheet of FIL as at the end of such fiscal year and the related statements of income, of stockholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year year, and a report on such consolidated balance sheets and financial statements examined by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to scope of audit or as to the status of FIL as a going concern and (which shall be one z) to the extent not included in clause (y) above, the balance sheet of each Subsidiary of Investors Bancor as at the end of such fiscal year and the related statement of income, setting forth comparative figures for the preceding fiscal year, together with an opinion of the "Big Five" accounting firmsChief Financial Officer or other Authorized Officer of the Borrower stating that such balance sheet fairly presents the assets and liabilities such Subsidiary in accordance with GAAP. (iv) As soon as available and in any event no later than June 15 of each year (September 15 of each year in the case of Bermuda), the balance sheet of each Material Discontinued Subsidiary as at the end of the fiscal year ending on the immediately preceding December 31 and the related statements of income, of stockholders' equity and of cash flows for such fiscal year, in each case prepared in accordance with SAP (or, in the case of any Material Discontinued Subsidiary 08/29/95 11:56am 000013RQ.WP5 -34- which report is not a Regulated Insurance Subsidiary, GAAP) and setting forth comparative figures for the preceding fiscal year, and examined by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or audit. (v) As soon as available and in any event within 120 days after the close of each fiscal year of the Borrower, a written favorable opinion, in form and substance satisfactory to the status Agent, by either the firm of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concurproviding the opinion referred to in Section 6.01(a)(i) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end respect of such fiscal year or an independent actuarial consulting firm reasonably satisfactory to the Agent, which firm shall be provided access to or copies of all reserve analyses and valuations relating to the insurance business of each Workers Compensation Subsidiary in the possession of or available to the Borrower or its Subsidiaries stating, with respect to each Workers Compensation Subsidiary, that its loss reserves as of the Company there existed last day of such fiscal year (A) make a Default or an Event reasonable provision in the aggregate for all unpaid losses and loss adjustment expenses, gross and net as to reinsurance ceded, under the terms of Default related such Workers Compensation Subsidiary's policies, (B) are computed in a manner that conforms to the breach appropriate Standards of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time Practice of the delivery Actuarial Standards Board, (C) are computed on the basis of similar general methods as used as of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate last day of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each preceding fiscal year and within 90 days after (D) meet the end relevant requirements of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison insurance laws of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presentedjurisdiction where such Workers Compensation Subsidiary is domiciled. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company will furnish or cause shall support and provide to EWSI the following information as directed and requested by EWSI (Unless otherwise expressly provided herein all financial information shall be furnished to each Bankprepared and provided in accordance with generally accepted accounting principles of the United States consistently applied (US-GAAP) : i) Preliminary monthly reports. Within five (a5) business days from the end of each calendar month the preliminary income statements and balance sheets of the Company shall be prepared and delivered as of the end of such calendar month. ii) Final monthly reports. Within ten (10) business days from the end of each calendar month, a final report from the Company on the financial and business operations of the Company as of the end of such calendar month shall be provided, setting forth the comparison of financial and operation figures for the corresponding period in the preceding financial year. iii) Quarterly reports. As soon as available and in any event within 90 with in thirty (30) days after the close each Quarterly Period (as defined below), unaudited consolidated and consolidating statements of each fiscal year of the Companyincome, the consolidated balance sheets retained earnings and changes in financial positions of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity and of cash flows any subsidiaries for such fiscal yearQuarterly Period, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms), which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current relevant fiscal year to the end of such fiscal monthQuarterly Period, setting forth in comparative form each case the actual versus budgeted comparisons and a comparison of the corresponding periods of the prior fiscal year commencing with fiscal year 1999, consolidated and consolidating figures for the corresponding periods of period in the current preceding fiscal year's budget, and (y) within 45 days after the end of each accompanied by a certificate of the Company's first three fiscal quarters in each fiscal year ’s Chief Financial Officer, and within 90 days after such certificate shall state that the end said financial statement fairly represent the consolidated and consolidating financial conditions and results of each of operations, as the Company's fiscal yearscase maybe, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant subsidiaries, in accordance with US-GAAP for such period (subject to subsection (a) abovenormal year-end audit adjustments and the preparation of notes for the audited financial statements). For the purpose of this Agreement, a written statement by “Quarterly Period” shall mean the independent public accountants giving last day of March, June, September and December of each year, the report thereon (i) stating that their audit examination has included a review first of which shall be the terms of Sections 6, 7, 8 and 9 first Quarterly Period following the date of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereofAgreement; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of if any such Default or Event of Default that would Quarterly Period is not be disclosed in the course of their audit examinationa business day, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of then such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate Quarterly Period shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presentednext succeeding businesses day. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company Borrower will furnish or cause to be furnished to each Bank: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the CompanyBorrower, the audited consolidated balance sheets of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of incomeoperations, of cash flows and of stockholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year year, and a report on such consolidated balance sheets and financial statements by a "Big Six" accounting firm or another firm of independent certified public accountants of nationally recognized national standing (which shall be one of that is satisfactory to the "Big Five" accounting firms)Required Banks, which report shall not be qualified as to the scope of audit or as to the status of the Company Borrower and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company Borrower and its 47 -41- Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as available and in any event within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Borrower, commencing with the first fiscal quarter following the Amendment Date, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarterly period and the related unaudited consolidated statements of operations, of cash flows and of stockholders' equity for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and in each case setting forth comparative consolidated figures for the related periods in the prior fiscal year, subject to normal year-end audit adjustments. (c) As soon as practicable and in any event (x) within 30 days after the end of each month, commencing with the each first full month ending after the Closing Amendment Date, (i) the unaudited consolidated balance sheet of the Company and its Subsidiaries Borrower as at the end of such period and (ii) the related unaudited statements of income and cash flows of the Company and its SubsidiariesBorrower, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and . (yd) within 45 Within 30 days after the end commencement of each fiscal year, budgets of the Company's first three Borrower and its Subsidiaries in reasonable detail for each month of such fiscal quarters in each fiscal year and within 90 days after year, as customarily prepared by management for its internal use, setting forth, with appropriate discussion, the end of each of the Company's fiscal years, a Management's Discussion and Analysis for principal assumptions upon which such financial statements covering the quarter then ended and the year to date. (c) budgets are based. Together with each delivery of financial statements pursuant to Sections 6.01(a) and (b), a comparison of the Company and its Subsidiaries current year to date financial results against the budgets required to be submitted pursuant to this subsection (ad) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretopresented. (de) At the time of the delivery of the financial statements provided for in Sections 6.01(a), (b) and (bc), (y) a certificate of an 48 -42- Officers' Certificate, signed by the chief financial officer, controller, chief accounting officer or other Authorized Officer of the Company Borrower, substantially in the form of Exhibit L-3 hereto, to the effect that that, to the best of such officer's knowledge after due inquiry, no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate certificate, when delivered at the end of any fiscal quarter, shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent Required Banks setting forth the calculations required to establish whether the Company was Borrower and its Subsidiaries were in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 7.12 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (ef) Promptly upon receipt thereof, a copy, if any, copy of each annual "management letter" submitted to the Company Borrower by its independent accountants in connection with any annual audit made by them of the books of the Company Borrower or any of its Subsidiaries. (fg) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company Borrower or any Subsidiary of the Company Borrower to its security holders in their capacity as such (other than to the Company or another Subsidiary) holders, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company Borrower or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company Borrower or any Subsidiary of the Company Borrower to the public concerning material developments in the business of the Company Borrower and its Subsidiaries. (gh) Promptly upon any senior officer of the Borrower or any Borrower other Credit Party obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to the Borrower or any other Credit Party with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to the Borrower or any Borrower other Credit Party or taken any other action with respect to the Borrower or any other Credit Party with respect to a claimed default or event or condition of the type referred to in Section 8.04, 49 -43- or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company Borrower and its Subsidiaries, Subsidiaries taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company Borrower has taken, is taking and propose proposes to take with respect thereto. (i) Promptly upon any officer of the Borrower or any other Credit Party obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or directly affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed to the Banks, which action, suit, proceeding, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from the Borrower or any of its Subsidiaries aggregating $350,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), the Borrower shall give notice thereof to the Banks and provide such other information as may be reasonably available to enable the Banks and their counsel to evaluate such matters; (ii) as soon as practicable and in any event within 45 days after the end of each fiscal quarter, the Borrower shall provide a quarterly report to the Banks covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration (not previously reported) against or directly affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed to the Banks, which action, suit, proceedings, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from the Borrower or any of its Subsidiaries aggregating $250,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims 50 -44- have disclaimed coverage or reserved the right to disclaim coverage on such claims), and shall provide such other information at such time as may be reasonably available to enable the Banks and their counsel to evaluate such matters; (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 6.01(i), the Borrower upon request shall promptly give notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered to the Banks pursuant to clause (i) or (ii) above to the Banks and provide such other information as may be reasonably available to it to enable the Banks and their counsel to evaluate such matters; and (iv) promptly upon any officer of the Borrower or any of its Subsidiaries obtaining knowledge of any dispute in respect of or the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or directly affecting any material contract of the Borrower or any of its Subsidiaries, the Borrower shall give notice thereof to the Banks and shall provide such other information as may be reasonably available and reasonably requested by the Banks to enable the Banks and their counsel to evaluate such matters. (j) Within 30 days of the last day of each fiscal year of the Borrower, a report in form and substance reasonably satisfactory to the Required Banks outlining all material insurance coverage maintained as of the date of such report by the Borrower and its Subsidiaries and outlining all material insurance coverage planned to be maintained by the Borrower and its Subsidiaries in the subsequent fiscal year. (k) To the extent reasonably requested by the Agent, as soon as practicable and in any event within ten days of the later of such request and the making of any such amendment or waiver, copies of amendments or waivers with respect to Indebtedness of the Borrower or any of its Subsidiaries. (l) At least 30 days prior to the commencement of each fiscal year, the Borrower shall provide to the Agent its consolidated plan, prepared on an annual basis, for the current year, the next succeeding fiscal year and on or prior to the Closing Date, the Borrower's consolidated plan, prepared on an annual basis, for the next succeeding five fiscal years, in each case prepared in accordance with the Borrower's normal accounting procedures (and which will represent management's reasonable estimate of the Borrower's projected performance during such periods) applied on a consistent basis, including, without limitation, (A) forecasted consolidated balance sheets and consolidated statements of operations, of cash flows and of stockholders' equity of the Borrower and its Subsidiaries on a consolidated basis and consolidating profit and loss statements for each Subsidiary of the Borrower for such periods, (B) the amount of forecasted capital expenditures for such fiscal periods, and (C) forecasted compliance with Sections 7.05 and 7.10-7.12; provided that if any such forecast indicates that the Borrower may not be in compliance with any provision of this Agreement at some future date, such forecast shall not constitute a Default or an Event of Default or anticipatory or other breach thereof. (m) Within twenty-five (25) days after the last Business Day of each month following the Amendment Date, the Agent shall have received for distribution to each Bank a borrowing base certificate in the form of Exhibit K hereto (the "Borrowing Base Certificate") detailing the Borrower's Eligible Accounts Receivable and Eligible Inventory as of the last day of such month, certified as complete and correct on behalf of the Borrower by the Borrower's chief executive officer, chief financial officer, controller or other Authorized Officer. In addition, each Borrowing Base Certificate shall have attached to it such additional schedules and/or other information as the Agent may reasonably request. If the Borrower fails to deliver any such Borrowing Base Certificate within thirty (30) days after the end of any such month, then the Borrowing Base shall be deemed to be $0 until such time as the Agent shall have received such required Borrowing Base Certificate. (n) With reasonable promptness, such other information and data with respect to the Borrower or any of its Affiliates or any other similar entity in which the Borrower or any Subsidiary has an investment, as from time to time may be reasonably requested by any Bank if such information may materially affect the business, operations or prospects of the Borrower or its Subsidiaries.

Information Covenants. The Company Holdings will furnish or cause to be furnished to the Administrative Agent (with sufficient copies for distribution to each Bank:Lender): (a) As soon as available and in any event within 90 days after the close of each fiscal year of the CompanyHoldings, the consolidated and consolidating balance sheets of the Company Holdings and its Subsidiaries as at the end of such fiscal year and the related consolidated and consolidating statements of income, of stockholdersshareholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated and consolidating figures for the preceding fiscal year and a report on such consolidated and consolidating balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms)standing, which report shall not be qualified as to the scope of audit or as to the status of the Company Holdings and its Subsidiaries as a going concern and shall state that such consolidated and consolidating financial statements present fairly fairly, in all material respects, the consolidated and consolidating financial position of the Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as available and in any event within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of Holdings, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated and consolidating statements of income, of shareholders' equity and of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, setting forth in comparative form the same information for the corresponding periods of the prior fiscal year. (c) As soon as practicable and in any event (x) within 30 days after the end of the month of December 1998 and each month ending after the Closing Datethereafter, (i) the consolidated balance sheet of the Company Holdings and its Subsidiaries as at the end of such period and (ii) the related consolidated statements of income and cash flows of Holdings each in the Company and its Subsidiariesform customarily prepared by management, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the same information for the corresponding periods of the prior fiscal year commencing year, together with fiscal year 1999, the corresponding periods a brief narrative discussion and analysis prepared by management describing Holdings' results of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis operations for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretomonth. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a5.01(a) and (b), (y) a certificate of the chief executive officer, chief financial officer, controller, chief accounting officer or other Authorized Officer of the Company Holdings to the effect that such financial statements are true and complete in all material respects and that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company Holdings or any Subsidiary of the Company Holdings to its security holders in their capacity as such (other than to Holdings, the Company Borrower or another Subsidiary) Subsidiary of Holdings), of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company Holdings or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company Holdings or any Subsidiary of the Company Holdings to the public concerning material developments in the business of the Company Holdings and its Subsidiaries. (gf) Promptly upon upon, and in any senior officer of event within three Business Days of, any Borrower Senior Officer obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to Holdings, the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.047.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of Holdings, the Company Borrower and its Subsidiaries, Subsidiaries taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company Holdings has taken, is taking and propose proposes to take with respect thereto. (i) Promptly upon, and in any event within three Business Days of, any Senior Officer obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration (including any Environmental Notice) against or affecting Holdings, the Borrower or any of its Subsidiaries or any property of Holdings, the Borrower or any of its Subsidiaries not previously disclosed to the Designated Lender, which action, suit, proceeding, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from Holdings, the Borrower or any of its Subsidiaries aggregating $500,000 or more (exclusive of claims covered by insurance policies of Holdings, the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), Holdings shall give notice thereof to the Designated Lender and provide such other information as may be reasonably available to enable the Lenders and their respective counsel to evaluate such matters; (ii) as soon as practicable and in any event within 45 days after the end of each fiscal quarter, Holdings shall provide a report to the Designated Lender covering any institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration (including any Environmental Notice) (not previously reported) against or affecting Holdings, the Borrower or any of its Subsidiaries or any property of Holdings, the Borrower or any of its Subsidiaries not previously disclosed to the Designated Lender, which action, suit, proceeding, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from Holdings, the Borrower or any of its Subsidiaries aggregating $250,000 or more (exclusive of claims covered by insurance policies of Holdings, the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), and shall provide such other information at such time as may be reasonably available to enable the Lenders and their respective counsel to evaluate such matters; (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 5.01(g), Holdings upon request shall promptly give notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered to the Administrative Agent pursuant to clause (i) or (ii) above to the Administrative Agent or the Lenders and provide such other information as may be reasonably available to it to enable the Lenders and their respective counsel to evaluate such matters and (iv) promptly upon, and in any event within three Business Days of, any Senior Officer obtaining knowledge of any material dispute in respect of or the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in respect of any material contract of Holdings, the Borrower or any of its Subsidiaries, Holdings shall give notice thereof to the Designated Lender and shall provide such other information as may be reasonably available to enable the Lenders and their respective counsel to evaluate such matters. (h) With reasonable promptness, such other information and data with respect to Holdings, the Borrower or any of its Subsidiaries or any other similar entity in which Holdings, the Borrower or any of its Subsidiaries has an investment, as from time to time may be reasonably requested by the Lenders and may be reasonably available to Holdings or the Borrower. (i) Holdings shall deliver to the Administrative Agent (with sufficient copies for distribution to each Lender), within 15 days after filing with the SEC, copies of Holdings' annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which is filed by Holdings with the SEC pursuant to Section 13 or 15(d) of the Exchange Act within the time periods prescribed under such rules and regulations. In addition, Holdings shall file with the Administrative Agent (with sufficient copies for distribution to each Lender) Holdings' annual reports to shareholders and any quarterly or other financial reports furnished by Holdings to shareholders generally.

Information Covenants. The Company will furnish or cause to be furnished to each BankLender: (a) As as soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods in each Fiscal Year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and the related consolidated statements of income, changes in stockholders' equity and cash flows of the Company for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Company as presenting fairly, in accordance with GAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Required Lenders) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments; (b) as soon as available and in any event within 90 days after the close end of each fiscal year Fiscal Year of the Company, the consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of operations, changes in stockholders' equity and of cash flows of the Company for such fiscal yearFiscal Year, setting forth in comparative form the consolidated figures for the preceding previous fiscal year year, all in reasonable detail and accompanied by a report on such consolidated balance sheets and financial statements by thereon of Deloitte & Touche or other independent certified public accountants of recognized national standing (which shall be one of selected by the "Big Five" accounting firms)Company, which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of each of the Company and its Subsidiaries as at the dates indicated and the consolidated results of their its operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for as otherwise specified in such changes with which report; provided any exceptions or qualifications thereto must be acceptable to the independent certified public accountants concurRequired Lenders) and that the examination audit by such accountants was conducted in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.; (bc) As to the extent prepared in the ordinary course of business and as soon as practicable and available, the audited financial statements of each Designated Subsidiary Borrower for each Fiscal Year of such Designated Subsidiary Borrower prepared in conformity with GAAP, International Financial Reporting Standards or Statutory Accounting Principles; (d) within five Business Days after any senior officer of any Borrower becomes aware of the occurrence of any Default and/or any event (x) within 30 days after the end or condition constituting, or which in such Borrower’s reasonable judgment is reasonably likely to have a Material Adverse Effect, a certificate of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end an Authorized Officer of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after Borrowers setting forth the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended details thereof and the year to date. (c) Together with each delivery of financial statements of action which the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition Borrowers are taking or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto.; (de) At promptly upon the mailing thereof to the security holders of the Borrowers generally, copies of all financial statements, reports and proxy statements so mailed; (f) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Company shall have filed with the Securities and Exchange Commission or any national securities exchange; (g) promptly after any Borrower knows of the commencement thereof, notice, of any litigation, dispute or proceeding involving a claim against any of the Borrowers and/or any Subsidiary which claim could reasonably be expected to have a Material Adverse Effect; (h) at the request of any Lender, promptly after the filing thereof, a copy of the annual statements for each calendar year and quarterly statements for each calendar quarter (if any) as filed with any Applicable Insurance Regulatory Authority of any jurisdiction in which any Regulated Insurance Company is qualified to do business; (i) at the time of the delivery of the financial statements provided for in Sections 6.01(a7.01(a) and (b), (y) a compliance certificate of from the chief financial officer or other Authorized Officer treasurer of the Company in the form of Exhibit K (I) certifying on behalf of the Company that, to the effect that best of such officer’s knowledge after due inquiry, no Default or Event of Default exists, has occurred and is continuing or, if any Default or Event of Default does existhas occurred and is continuing, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal yearII) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth in reasonable detail the calculations required to establish whether the Company was and its Subsidiaries were in compliance with the covenants in this Agreement provisions of Sections 8.10 and 8.11; and (including without limitation j) from time to time such additional information regarding the covenants set forth in Sections 7.05 financial position or business of the Borrowers and 7.10 through 7.13 inclusive) their Subsidiaries as the Administrative Agent, at the end request of such fiscal period or yearany Lender, as the case may be, reasonably request. Reports and (z) a comparison of the current year to date financial results against the plan/budget statements required to be submitted delivered by the Company pursuant to subsection paragraphs (ka), (b) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. and (f) Promptly upon their becoming availableof this Section 7.01 shall be deemed to have been delivered on the date on which the Company posts such reports, copies of all consolidating and consolidated or reports containing such financial statements, on its website on the Internet at wxx.xxxxxxxxx.xxx or when such reports, notices and proxy or reports containing such financial statements sent or made available generally by are posted on the SEC’s website at wxx.xxx.xxx; provided that the Company shall deliver paper copies of the reports and financial statements referred to in paragraphs (a), (b) and (f) of this Section 7.01 to the Administrative Agent or any Subsidiary of the Company Lender who requests it to its security holders in their capacity as deliver such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any paper copies until written notice to any Borrower cease delivering paper copies is given by the Administrative Agent or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoLender.

Information Covenants. The Company Borrower will furnish or furnish, and/or will cause to be furnished furnished, to each Bankthe Lender: (a) As soon Quarterly Financial Statements. Within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Parent (i) the consolidated balance sheet of the Parent and its Subsidiaries as available at the end of such quarterly accounting period and the related consolidated statements of income and retained earnings and statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, in any event within 90 each case setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year, all of which shall be certified by the chief financial officer of the Parent as fairly presenting in all material respects in accordance with U.S. GAAP the financial condition of the Parent and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) management's discussion and analysis of the important operational and financial developments during such quarterly accounting period. Within 60 days after the close of each quarterly accounting period in each fiscal year of the Buyer and Sovintel, the balance sheet for each of the Buyer and Sovintel, as the case may be, as at the end of such quarterly accounting period and the related consolidated statements of income and retained earnings and statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, in each case prepared in accordance with Russian accounting standards (being the accounting standards established by Russian law from time to time) and setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year, all of which shall be certified by the Chief Accountant or General Director of the Buyer or Sovintel, respectively, as fairly presenting in all material respects in accordance with Russian accounting standards the financial condition of the Buyer and Sovintel, respectively, as of the dates indicated and the results of their operations for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes. (b) Annual Financial Statements. Within 120 days after the close of each fiscal year of the CompanyParent, (i) the consolidated balance sheets sheet of the Company Parent and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity income and retained earnings and statement of cash flows for such fiscal year, year setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements certified without qualification or going concern issues by Ernst & Young or other independent certified public accountants of recognized national worldwide standing (which shall be one of the "Big Five" accounting firms), which report shall not be qualified as reasonably acceptable to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted Lender prepared in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing DateU.S. GAAP, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income management's discussion and cash flows analysis of the Company important operational and its Subsidiaries, in each case for financial developments during such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 . Within 120 days after the end close of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to Buyer and Sovintel, the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided balance sheets for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year Buyer and within 90 days after Sovintel, as the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) case may be, as at the end of such fiscal period year and the related statements of income and retained earnings and statement of cash flows for such fiscal year prepared in accordance with Russian accounting standards and setting forth comparative figures for the preceding fiscal year and certified without qualification or year, as the case may be, and (z) a comparison going concern issues by Ernst & Young or other independent certified public accountants of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted recognized worldwide standing reasonably acceptable to the Company by its independent accountants Lender prepared in connection accordance with any annual audit made by them of the books of the Company or any of its SubsidiariesRussian generally accepted auditing standards. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company will Each Obligor Party shall furnish or cause to be furnished to each Bankthe Administrative Agent: (a) As soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters in each Fiscal Year of WIL-Ireland (commencing with the Fiscal Quarter ended March 31, 2016), the Quarterly Report on Form 10-Q, or its equivalent, of WIL-Ireland for such Fiscal Quarter; provided that the Obligor Parties shall be deemed to have furnished said Quarterly Report on Form 10-Q for purposes of this Section 7.01(a) on the date the same shall have been made available on “XXXXX” (or any successor thereto) or on its home page on the worldwide web (which page is, as of the date of this Agreement, located at xxx.xxxxxxxxxxx.xxx). Such Quarterly Report shall include, and to the extent it does not include shall be supplemented by, a consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Principal Financial Officers as presenting fairly in all material respects the financial condition and results of operations of WIL-Ireland and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. (b) As soon as available, and in any event within 90 days after the close of each fiscal year Fiscal Year of the CompanyWIL-Ireland, the consolidated balance sheets of the Company and Annual Report on Form 10-K, or its Subsidiaries as at the end of such fiscal year and the related consolidated statements of incomeequivalent, of stockholders' equity and of cash flows WIL‑Ireland for such fiscal yearFiscal Year, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements certified by KPMG LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and the Required Lenders, whose certification shall be without qualification or limitation; provided that (i) the Obligor Parties shall be deemed to have furnished said Annual Report on Form 10-K for purposes of this Section 7.01(b) on the date the same shall have been made available on “XXXXX” (or any successor thereto) or on its home page on the worldwide web (which page is, as of the date of this Agreement, located at xxx.xxxxxxxxxxx.xxx) and (ii) if said Annual Report on Form 10-K contains the report of such independent public accountants (without qualification or exception, and to the effect, as specified above), no Obligor Party shall be one required to deliver such report. Such Annual Report shall include, and to the extent it does not include shall be supplemented by, WIL-Ireland’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the "Big Five" accounting firms)end of and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (which report opinion shall not be qualified without qualification or exception as to the scope of audit or as such audit) to the status of the Company and its Subsidiaries as a going concern and shall state effect that such consolidated financial statements present fairly in all material respects the consolidated financial position condition and results of the Company operations of WIL-Ireland and its consolidated Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a consolidated basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateGAAP consistently applied. (c) Together with each delivery of financial statements Promptly after the same become publicly available (whether on “XXXXX” (or any successor thereto) or WIL-Ireland’s homepage on the worldwide web or otherwise), notice to the Administrative Agent of the Company filing of all periodic reports on Form 10-K or Form 10-Q, and all amendments to such reports and all definitive proxy statements filed by any Obligor or any of its Subsidiaries pursuant with the SEC, or any Governmental Authority succeeding to subsection any or all of the functions of the SEC, or with any national securities exchange, or distributed by WIL-Ireland to its shareholders generally, as the case may be (aand in furtherance of the foregoing, WIL-Ireland will give to the Administrative Agent prompt written notice of any change at any time or from time to time of the location of WIL-Ireland’s home page on the worldwide web). (d) abovePromptly, a written statement by the independent public accountants giving the report thereon and in any event within five Business Days after: (i) stating that their audit examination has included a review the occurrence of any of the terms following with respect to any Obligor Party or any of Sections 6its Restricted Subsidiaries: (A) the pendency or commencement of any litigation, 7arbitration or governmental proceeding against such Obligor or Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect and (B) the institution of any proceeding against any Obligor Party or any of its Restricted Subsidiaries with respect to, 8 and 9 or the receipt of this Agreement as they relate notice by such Person of potential liability or responsibility for violation or alleged violation of, any law, rule or regulation (including any Environmental Law) which would reasonably be expected to accounting matters but without having conducted any special auditing procedures in connection therewith, have a Material Adverse Effect; or (ii) stating whether, in connection with their audit examination, any Responsible Officer of such Obligor Party obtains knowledge of the occurrence of any event or condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to Default; or (iii) any Responsible Officer of such Obligor Party obtains knowledge of the breach occurrence of any covenant set forth in Section 6 a Change of Control or 7 as they relate to accounting matters and if Change of Control Event; a notice of such a condition event, condition, occurrence or event has come to their attentiondevelopment, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretothereof. (de) At the time of Within five Business Days after the delivery of the financial statements provided for in Sections 6.01(a7.01(a) and (b7.01(b), a Compliance Certificate with respect to the fiscal period covered by such financial statements. (yf) Promptly, and in any event within 30 days after any Responsible Officer of such Obligor Party obtains knowledge thereof, notice of: (i) the occurrence or expected occurrence of (A) any ERISA Event with respect to any Plan, (B) a certificate failure to make any required contribution to a Plan before the due date (including extensions) thereof or (C) any Lien in favor of the chief financial officer PBGC or a Plan, in each case which would reasonably be expected to have a Material Adverse Effect; and (ii) the institution of proceedings or the taking of any other Authorized Officer action by the PBGC or WIL-Ireland or any ERISA Affiliate or any Multiemployer Plan with respect to the withdrawal from, or the termination, insolvency, endangered, critical or critical and declining status (within the meaning of such terms as used in ERISA) of, any Plan, which withdrawal, termination, insolvency, endangered, critical or critical and declining status would reasonably be expected to have a Material Adverse Effect, except that no notice shall be required with respect to the merger of a defined contribution plan of one ERISA Affiliate into a defined contribution plan of another ERISA Affiliate. (g) As soon as available, and in any event within (i) 60 days after the beginning of each Fiscal Year, an annual forecast with respect to such Fiscal Year and (ii) 45 days after (A) the end of each of the Company Fiscal Quarters ending on June 30, 2016 and September 30, 2016, an update to the effect that no Default annual forecast delivered to the Lenders prior to the Effective Date with respect to the 2016 Fiscal Year, (B) the end of each of the Fiscal Quarters ending on March 31, 2017, June 30, 2017 and September 30, 2017, an update to the annual forecast for the 2017 Fiscal Year and (C) the end of the Fiscal Quarter ending on June 30th of each Fiscal Year thereafter (commencing with the 2018 Fiscal Year), an update to the annual forecast for such Fiscal Year delivered pursuant to this Section 7.01(g). (h) If as of the end of any Fiscal Quarter, (i) the total book value of all assets of the Other Subsidiaries Group represents more than 2.5% of the total book value of the WIL-Ireland Group or Event (ii) the Consolidated Adjusted EBITDA of Default existsthe Other Subsidiaries Group represents more than 2.5% of the Consolidated Adjusted EBITDA of the WIL-Ireland Group, orWIL-Ireland shall deliver, if as soon as available, and in any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., event within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year such Fiscal Quarter, a consolidating balance sheet and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable income statement with respect to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance Other Subsidiaries Group (together with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presentedapplicable eliminating entries). (ei) Promptly upon receipt thereofFrom time to time and with reasonable promptness, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company such other information or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition documents (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoto any Obligor or any of its Restricted Subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may reasonably request; provided that any non-public information obtained by any Person pursuant to such request shall be treated as confidential information in accordance with Section 11.06. Notwithstanding the foregoing, no Obligor or any of its Restricted Subsidiaries shall be required to deliver any information or documents if the disclosure thereof to the Administrative Agent or any Lender would violate a binding confidentiality agreement with a Person that is not an Affiliate of WIL-Ireland or any Subsidiary.

Information Covenants. The Company will Each Obligor Party shall furnish or cause to be furnished to each Bankthe Administrative Agent: (a) As soon Upon the earlier to occur of (i) five Business Days after being filed with the SEC and (ii) the date that is the deadline to file with SEC, the quarterly report on Form 10-Q, or its equivalent, of Parent for such Fiscal Quarter; provided that the Obligor Parties shall be deemed to have furnished said quarterly report on Form 10-Q for purposes of this Section 7.01(a) on the date the same shall have been made available on “XXXXX” (or any successor thereto) or on its home page on the worldwide web (which page is, as available and in any event within 90 days after the close of each fiscal year of the Companydate of this Agreement, located at xxx.xxxxxxxxxxx.xxx). Such quarterly report shall include, and to the extent it does not include shall be supplemented by, a consolidated balance sheets sheet, income statement and related statements of the Company operations, stockholders’ equity and its Subsidiaries cash flows as at of the end of and for such fiscal year Fiscal Quarter and the related consolidated statements then-elapsed portion of income, of stockholders' equity and of cash flows for such fiscal yearthe Fiscal Year, setting forth in each case in comparative consolidated form the figures for the preceding fiscal year corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, together with a corresponding discussion and analysis of results from management, all certified by one of its Principal Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. (b) Upon the earlier to occur of (i) five Business Days after being filed with the SEC and (ii) the date that is the deadline to file with the SEC, the annual report on Form 10-K, or its equivalent, of Parent for such consolidated balance sheets and financial statements Fiscal Year, certified by KPMG LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and the Required Lenders, whose certification shall be without qualification or scope limitation; provided that (i) the Obligor Parties shall be deemed to have furnished said annual report on Form 10-K for purposes of this Section 7.01(b) on the date the same shall have been made available on “XXXXX” (or any successor thereto) or on its home page on the worldwide web (which page is, as of the date of this Agreement, located at xxx.xxxxxxxxxxx.xxx) and (ii) if said annual report on Form 10-K contains the report of such independent public accountants (without qualification or exception, and to the effect, as specified above), no Obligor Party shall be one required to deliver such report. Such annual report shall include, and to the extent it does not include shall be supplemented by, Parent’s audited consolidated balance sheet, income statement and related statements of operations, stockholders’ equity and cash flows as of the "Big Five" accounting firms)end of and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (which report opinion shall not be qualified without qualification or exception as to the scope of audit or as such audit) to the status of the Company and its Subsidiaries as a going concern and shall state effect that such consolidated financial statements present fairly in all material respects the consolidated financial position condition and results of the Company operations of Parent and its consolidated Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a consolidated basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateGAAP consistently applied. (c) Together with each delivery of financial statements Promptly after the same become publicly available (whether on “XXXXX” (or any successor thereto) or Parent’s homepage on the worldwide web or otherwise), notice to the Administrative Agent of the Company filing of all periodic reports on Form 10-K or Form 10-Q, and all amendments to such reports and all definitive proxy statements filed by any Obligor or any of its Subsidiaries pursuant with the SEC, or any Governmental Authority succeeding to subsection any or all of the functions of the SEC, or with any national securities exchange, or distributed by Parent to its shareholders generally, as the case may be (aand in furtherance of the foregoing, Parent will give to the Administrative Agent prompt written notice of any change at any time or from time to time of the location of Parent’s home page on the worldwide web). (d) abovePromptly, a written statement by the independent public accountants giving the report thereon and in any event within five (5) Business Days after: (i) stating that their audit examination has included a review the occurrence of any of the terms following with respect to any Obligor or any of Sections 6its Restricted Subsidiaries: (A) the service of process on Parent or any of its Restricted Subsidiaries with respect to the pendency or commencement of any litigation, 7arbitration or governmental proceeding against such Obligor or Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect and (B) the institution of any proceeding against any Obligor or any of its Restricted Subsidiaries with respect to, 8 or the receipt of notice by such Person of potential liability or responsibility for violation or alleged violation of, any law, rule or regulation (including any Environmental Law) which would reasonably be expected to have a Material Adverse Effect and 9 (C) any casualty or other insured damage to any material portion of this Agreement as they relate to accounting matters but without having conducted the Collateral or the commencement of any special auditing procedures in connection therewith, action or proceeding for the taking of any material portion of the Collateral interest therein under power of eminent domain or by condemnation or similar proceeding; or (ii) stating whether, in connection with their audit examination, any Obligor Party obtains knowledge of the occurrence of any event or condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to Default; or (iii) any Obligor Party obtains knowledge of the breach occurrence of any covenant set forth in Section 6 a Change of Control; a notice of such event, condition, occurrence or 7 as they relate to accounting matters and if such a condition or event has come to their attentiondevelopment, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretothereof. (de) At the time of Within five Business Days after the delivery of the financial statements provided for in Sections 6.01(aSection 7.01(a) and (b7.01(b), (yi) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable with respect to the Administrative Agent fiscal period covered by such financial statements and (ii) a report setting forth the calculations required to establish whether amount of cash and Unrestricted Cash of Parent on a consolidated basis as of the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end date of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiariesstatements. (f) Promptly upon their becoming availablePromptly, copies and in any event within 30 days after any Responsible Officer of all consolidating and consolidated financial statementssuch Obligor Party obtains knowledge thereof, reportsnotice of: (i) the occurrence or expected occurrence of (A) any ERISA Event with respect to any Plan or any Multiemployer Plan, notices and proxy statements sent (B) a failure to make any required contribution to a Plan before the due date (including extensions) thereof or made available generally (C) any Lien in favor of the PBGC or a Plan, in each case that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; and (ii) the institution of proceedings or the taking of any other action by the Company PBGC or Parent or any Subsidiary ERISA Affiliate or any administrator or trustee of the Company to its security holders in their capacity as such (other than a Multiemployer Plan with respect to the Company withdrawal from, or another Subsidiarythe termination, insolvency, endangered, critical or critical and declining status (within the meaning of such terms as used in ERISA) of all regular of, any Plan or Multiemployer Plan, which withdrawal, termination, insolvency, endangered, critical or critical and periodic reports and all registration statements and prospectusesdeclining status would reasonably be expected to, if any, filed by the Company individually or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiariesaggregate, have a Material Adverse Effect. (g) Promptly upon As soon as available, and in any senior officer event within 60 days after the start of each Fiscal Year, copies of Parent’s Projections, for the forthcoming fiscal year, quarter by quarter, certified by a Principal Financial Officer of Parent as being such officer’s good faith estimate of the financial performance of Parent and its Subsidiaries during the period covered thereby. (h) (i) Within 30 days after the consummation of any Borrower obtaining knowledge Collateral Transfer resulting in Book Value of Assets of greater than $25,000,000 ceasing to be LC Priority Collateral, (wA) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action of such Collateral Transfer (including the book value of the LC Priority Collateral so transferred), (B) a certificate of a Principal Financial Officer of an Obligor Party, certifying that after giving effect to such Collateral Transfer, the Book Value of Assets with respect to all remaining LC Priority Collateral is no less than $1,000,000,000 and (C) a claimed Default reasonably detailed calculation demonstrating Parent’s calculation of such Book Value of Assets and (ii) within five Business Days after the delivery of the financial statements provided for in Section 7.01(a) and 7.01(b), a calculation of the Book Value of Assets as of the end of the fiscal period covered by such financial statements. (i) Promptly, and in any event within five (5) Business Days after, notices of default sent to or Event from the Obligors in connection with the Senior Secured Notes, Exit Senior Notes Indenture, the Revolving Credit Documents or any amendment, supplement or other modification to the Senior Secured Notes Indenture, the Exit Senior Notes Indenture, any Revolving Credit Document or any documents related to any of Default under this Agreementthe foregoing. (j) From time to time and with reasonable promptness, (x) that any Person has given any written notice to any Borrower such other information or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition documents (financial or otherwise) with respect to any Obligor or prospects any of its Restricted Subsidiaries as the Company Administrative Agent or any Lender through the Administrative Agent may reasonably request including with respect to any Collateral and its Subsidiaries(y) information and 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, taken as a whole, an Officers' Certificate specifying including the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person PATRIOT Act and the nature Beneficial Ownership Regulation (to the extent applicable); provided that any non-public information obtained by any Person pursuant to such request shall be treated as confidential information in accordance with Section 11.06. Notwithstanding the foregoing, no Obligor or any of such claimed Default, Event its Restricted Subsidiaries shall be required to deliver any information or documents if the disclosure thereof to the Administrative Agent or any Lender would violate a binding confidentiality agreement with a Person that is not an Affiliate of Default, event Parent or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoany Subsidiary.

Information Covenants. The Company ATel will furnish or cause to be furnished to each Bank: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the CompanyATel, the consolidated balance sheets of the Company ATel and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of incomeoperations, of stockholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year year, and a an unqualified report on such consolidated balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms), which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standardsstanding. (bc) As soon as practicable and in any event (x) within 30 days after the end of the each first full month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries ATel as at the end of such period and (ii) the related statements of income and cash flows of the Company and its SubsidiariesATel, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (cd) Together with each delivery of consolidated financial statements of the Company and ATel together with its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the such terms of Sections 5, 6, 7, 7 and 8 and 9 of this Agreement as they which solely relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company ATel there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 5 or 6 or 7 as they relate which solely relates to accounting matters and or, if a Default or Event of Default so existed, describing such a condition Default or event has come to their attention, specifying the nature and period Event of existence thereof and what action the Company has taken, is taking and propose to take with respect theretoDefault. (df) At the time of the delivery of the financial statements provided for in Sections 6.01(a5.01(a) and (b), (y) a certificate of the chief financial officer, controller, chief accounting officer or other Authorized Officer of the Company ATel to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (eg) Promptly upon receipt thereof, a copy, if any, copy of each annual "management letter" submitted to the Company ATel by its independent accountants in connection with any annual audit made by them of the books of the Company ATel or any of its Subsidiaries. (fh) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company ATel or any Subsidiary of the Company ATel to its security holders in their capacity as such (other than to the Company or another Subsidiary) security holders, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company ATel or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company ATel or any Subsidiary of the Company ATel to the public concerning material developments in the business of the Company ATel and its Subsidiaries. (gi) Promptly upon any senior officer knowledge of any Borrower obtaining knowledge (w) material dispute in respect of or the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in respect of any condition material contract of ATel or any of its Subsidiaries, ATel shall give notice thereof to the Banks and shall provide such other information as may be reasonably available to enable the Banks and their counsel to evaluate such matters; provided, however, that ATel shall not be obligated to provide any information pursuant to this Section 5.01(j) to the extent that to do so would, in the reasonable opinion of counsel for ATel, waive or otherwise cause to be inoperative an attorney-client or similar privilege that is reasonably expected to be asserted in such action, suit, proceeding, governmental investigation or arbitration. (k) To the extent reasonably requested by the Agent, as soon as practicable and in any event which constitutes a Default within ten days of the later of such request and the making of any such amendment or Event waiver, copies of Default, amendments or becoming aware that any Bank has given any written notice or taken any other action waivers with respect to Indebtedness of ATel or any of its Subsidiaries, any Leases to which any of such Persons is a claimed Default party. (l) Advance notice of any purchase or Event sale of Default under this Agreementthe capital stock of either Fresno MMDS Associates or Superchannels of Las Vegas, Inc. (xm) that any Person has given any written notice to any Borrower or taken any With reasonable promptness, such other action information and data with respect to a claimed default ATel or event any of its Subsidiaries or condition of the type referred any other similar entity in which ATel or any Subsidiary has an investment, as from time to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of time may be reasonably requested by any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoBank.

Information Covenants. The Company (a) Borrower shall keep and maintain or will furnish or cause to be furnished kept and maintained, on a fiscal year basis in accordance with consistently applied generally accepted accounting practices customarily used in the real estate industry, complete and accurate books, accounts and records reflecting all of the financial affairs of Borrower and all of the earnings and expenses in connection with the operation of the Trust Estate or in connection with any services, equipment or furnishings provided in connection with the operation of the Trust Estate, and, without expense to each Bank: Lender, shall deliver to Lender annually, within ninety (a90) As soon as available and in any event within 90 days after the close of each of Borrower's fiscal year of the Companyyears (i) an operating statement (including, without limitation, the consolidated balance sheets amount of rent escalations under the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity and of cash flows Qualifying Space Leases for such fiscal year) and an annual budget certified by a general Partner of Borrower or the chief financial officer of the Person that directly or indirectly controls the day-to-day operations and management of the Trust Estate showing in reasonable detail the income and expenses of the operations of the Trust Estate, setting forth comparative consolidated figures a statement of profit and loss, and a balance sheet for the immediately preceding fiscal year of Borrower, (ii) a complete copy of a financial statement of Borrower for the immediately preceding fiscal year of Borrower certified to Lender by a general partner or other principal of Borrower, containing a statement of surplus, and a report on balance sheet of Borrower, and (iii) a rent roll current to within thirty (30) days, showing the Space Tenants in occupancy, their square footage, their fixed and basic rents, and their tax and operating escalations. Lender or its designee will be permitted upon not less than ten (10) days prior notice to Borrower, to examine such consolidated balance sheets books and financial statements records and all supporting vouchers and data at the office of Borrower with respect to the Trust Estate and make such copies or extracts at Borrower's expense thereof as Lender or its designee shall reasonably desire. Lender shall not have any duty to make any such inspection and shall not incur any liability or obligation as a result of not making such inspection. Lender agrees that any information obtained by independent certified public accountants Lender in its review or examination of recognized national standing (which Borrower's books and records pursuant to this Section 7.15 shall be one of the "Big Five" accounting firms), which report shall not be qualified as to the scope of audit or as to the status of the Company confidential and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows solely for the periods indicated benefit of Lender and any Loan Participant. Each participation agreement between Lender and any Loan Participant shall require such Loan Participant to maintain the confidentiality of any information obtained by Lender in conformity with GAAP applied on a basis consistent with prior years (except for its review of Borrower's books and records; however, Lender shall have no liability to Borrower by reason of any Loan Participant's breach of such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standardscovenant. (b) As soon Each annual statement shall be accompanied by a certificate of Borrower, dated as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end delivery of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiariesstatement to Lender, in each case for such fiscal month and for the period from the beginning of the then current fiscal year stating that Borrower, to the end best of such fiscal monthits knowledge, setting forth in comparative form the corresponding periods knows of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or no Event of Default that would not be disclosed in the course of their audit examinationis continuing, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of or, if any such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attentionis continuing, specifying the nature and period of existence thereof and what action Borrower has taken or proposes to take with respect thereto, and, except as otherwise specified, stating that to the Company best of its knowledge Borrower has takenfulfilled all its obligations under this Agreement and the other Loan Documents that are required to be fulfilled on or prior to the date of such certificate. (c) Borrower shall deliver or cause to be delivered to Lender, is taking not later than ninety (90) days after the end of each calendar year during the Loan Term a financial statement of each Guarantor, certified, respectively, by each Guarantor. (d) Borrower shall furnish to Lender within thirty (30) days after request therefor such further detailed information covering the operation of the Trust Estate and propose the financial affairs of Borrower and each Guarantor as may be reasonably requested by Lender. (e) Borrower shall deliver to Lender as soon as practicable and in any event within ten (10) days of Borrower's learning thereof, notice of: (i) Any dispute raised by the General Contractor under the Construction Contract relating to an increase in the Contract Sum (as therein defined) and any material delay in the progress of the Project, whether or not constituting Force Majeure; (ii) Any litigation affecting or relating to (A) Borrower, (B) any Guarantor which would materially, adversely affect such Guarantor's ability to perform its obligations under the Loan Documents, (C) the Trust Estate or (D) the Project; (iii) Any dispute involving any Governmental Authority relating to the Trust Estate or the Project, the adverse determination of which might materially adversely affect the Trust Estate or the Project; (iv) Any threat or commencement of proceedings in condemnation or eminent domain relating to the Trust Estate; and (v) Any event which, with the giving of notice and/or the passage of time, could become an Event of Default, together with a written statement setting forth the nature of the event and the action Borrower proposes to take with respect thereto. (df) At the time of the delivery of the financial statements provided for Borrower shall deliver or cause to be delivered to Lender, as soon as available and in Sections 6.01(aany event within thirty (30) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each calendar quarter, a report as to the status of construction and leasing of the Company's first three fiscal quarters in each fiscal year Project including leasing schedules and within 90 days after reports, executed copies of any Space Leases entered into during such quarter, a list of all Space Leases then pending or the end subject of the Company's fiscal year) negotiation by a Compliance Certificate in a form Borrower and such other leasing information as Lender shall reasonably acceptable request with respect to the Administrative Agent setting forth Space Leases and the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its SubsidiariesTrust Estate. (g) Promptly upon any senior officer Borrower shall deliver or cause to be delivered to Lender, on the date on which Borrower submits its final Request for Disbursement of any Borrower obtaining knowledge Hard Costs under Section 5.08 and not later than sixty (w60) days prior to the end of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a wholeeach calendar year thereafter, an Officers' Certificate specifying annual operating budget (the nature and period of existence of any such condition or event, or specifying "Annual Operating Budget") for the notice given or action taken Project which shall be subject to approval by such holder or Person and the nature Lender in its reasonable judgment. Lender's failure to disapprove a proposed Annual Operating Budget within thirty (30) days after submission shall be deemed to be Lender's approval of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretosubmission.

Information Covenants. The Company Except for those items described below in Sections 7.01(e), (f) and (h) which will be furnished by the Borrower to the Agent, the Borrower will furnish or cause to be furnished to each BankLender: (a) As soon as available available, and in any event within 90 thirty (30) days after each month-end and within forty-five (45) days after the close of each fiscal quarter in each fiscal year of the Borrower, the consolidated monthly and consolidated quarterly unaudited balance sheets of the Borrower and its Subsidiaries as of the end of such periods and the related consolidated (and consolidating for quarter-end periods) unaudited statements of income and cash flows for such periods (provided, that such cash flows shall only be provided quarterly), setting forth, in each case, comparative figures for the related periods in the prior fiscal year and, with respect to such statements of income, for the budget delivered pursuant to subsection (f) below, all of which shall be certified by any Responsible Officer of the Borrower as fairly presenting in all material respects, the consolidated financial position of the Borrower as of the end of such period and the results of its operations for the period then ended in accordance with GAAP, subject to changes resulting from normal year-end audit adjustments, and a narrative report describing the operations of the Borrower and its Subsidiaries with respect to each period covered by the related financial statements (and addressing the comparisons to prior periods contained therein), in the form agreed upon by the Borrower and Agent prior to Closing or otherwise in a form acceptable to the Agent; and (b) As soon as available, and in any event within ninety (90) days after the close of each fiscal year of the CompanyBorrower, the audited consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated audited statements of income, of stockholders' equity income and of audited cash flows for such fiscal year, setting forth forth, in each case, comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements certified by independent certified public accountants of recognized national standing (which standing, whose report shall be one of the "Big Five" accounting firms), which report shall not be qualified without limitation as to the scope of audit or as the audit, unqualified and otherwise reasonably satisfactory in substance to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateAgent. (c) Together with each delivery of financial statements Promptly after any Responsible Officer of the Company and its Subsidiaries pursuant to subsection (a) aboveBorrower or any Subsidiary of the Borrower obtains knowledge thereof, a written statement by the independent public accountants giving the report thereon notice of: (i) stating that their audit examination has included a review any material violation of, noncompliance with, or remedial obligations under, Environmental Laws by the Borrower or any Subsidiary of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, Borrower, (ii) stating whetherany material Release or threatened material Release of Hazardous Materials affecting any property owned, in connection with their audit examination, any condition leased or event which constitutes a Default operated by the Borrower or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and its Subsidiaries, (iii) stating that based on their audit examination nothing has come to their attention the existence of any event or condition which causes them to believe that as of the end of such fiscal year of the Company there existed constitutes a Default or an Event of Default related Default, (iv) any material violation of public health or welfare laws or regulations by the Borrower or any Subsidiary of the Borrower, (v) the filing of any tax or other governmental Liens against the Borrower or any Subsidiary of the Borrower covering amounts owing in excess of $150,000 in the aggregate for all such Liens, (vi) the creation of any Subsidiary, (vii) any Person having given any written notice to the breach Borrower or its Subsidiaries or taken any other action with respect to a claimed default or event of default under (A) the Second Lien Loan Documents, (B) any Material Contract, or (C) any other instrument or agreement which would reasonably be expected to have a Material Adverse Effect, (viii) the institution of any covenant set forth litigation in Section 6 or 7 as they relate to accounting matters and if such a which the damages claimed are in excess of $1,000,000 that are not fully covered by insurance (except for any applicable deductibles), and (ix) any other condition or event has come which, in the opinion of management of the Borrower, would reasonably be expected to their attentionhave a Material Adverse Effect, specifying which notice shall specify the nature and period of existence thereof and specifying the notice given or action taken by such Person and the nature of any such claimed default, event or condition and, in the case of an Event of Default or Default, what action the Company has been taken, is taking and propose being taken or is proposed to take be taken with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b)On any Financial Statement Delivery Date, (y) a certificate of the chief financial officer or other Authorized a Responsible Officer of the Company Borrower to the effect that no Default or Event of Default exists, exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been the action that is being taken or will that is proposed to be taken in with respect thereofthereto, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting set forth the calculations required to establish whether the Company Borrower was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) provisions of Section 8.12 as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, thereof a copy, if any, copy of each annual "any report or management letter" letter submitted to the Company Borrower or its Subsidiaries by its independent accountants in connection with any annual regular or special audit made by them of the books of the Company Borrower’s or any of its Subsidiaries’ records. (f) Promptly upon their becoming availableWithin sixty (60) days after the start of each fiscal year of the Borrower beginning with fiscal year 2006, copies a financial plan and budget of all consolidating the Borrower and consolidated financial statements, reports, notices and proxy statements sent or made available generally its Subsidiaries for such fiscal year prepared by the Company or any Subsidiary Borrower in its ordinary course of the Company to its security holders in their capacity as business, which financial plan and budget shall include a balance sheet and related statements of income and cash flow for such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiariesforthcoming fiscal year. (g) Promptly upon filing or distribution, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any senior officer of its Subsidiaries with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission), or with any national securities exchange, or distributed by the Borrower to its shareholders generally. (h) As soon as available and in any event within forty-five (45) days of the close of (i) each fiscal quarter of the Borrower through the first anniversary of the Effective Date and (ii) thereafter, each fiscal year, a report setting forth all owned or leased ATM Equipment locations. (i) Within fifteen (15) days following the consummation of any Permitted Acquisition pursuant to an Acquisition Advance equal to or less than $5,000,000, the Borrower obtaining knowledge shall provide to the Agent (wi) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition the name of the type referred to in Section 8.04, Person whose stock or assets were acquired; (yii) a description of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed DefaultPerson’s business; (iii) copies of the documentation that effectuated the Acquisition; (iv) any documentation required by Section 7.09, Event of Defaultif applicable; (v) evidence that such Person or Large Program, event or condition, or material adverse change, and what action as the Company has takencase may be, is taking involved in an Approved Business; (vi) a pro forma financial projection of the Borrower and propose its Subsidiaries for a period of four (4) fiscal quarters following the date of the consummation of the Acquisition which reflects compliance with the financial covenants set forth in Section 8.12 of this Agreement; and (vii) any other information the Agent may reasonably request (including any supplements or amendments to take any applicable Security Documents). (j) From time to time and with respect theretoreasonable promptness, such other information or documents as the Agent or any Lender through the Agent may reasonably request.

Information Covenants. The Company Parent and Corp. will furnish or cause to be furnished to each BankLender: (a) As as soon as available and in any event within 90 60 days after the close end of each fiscal year of the Companyfirst three quarterly fiscal periods in each Fiscal Year of Parent and Corp., the consolidated balance sheets of the Company each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such period and the related consolidated statements of income, changes in stockholders' equity and cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by an Authorized Officer of each of Parent and Corp. as presenting fairly, in accordance with GAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Required Lenders) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments; (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of Parent and Corp., consolidated balance sheets of each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such year and the related consolidated statements of income, of operations, changes in stockholders' equity and of cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such fiscal yearFiscal Year, setting forth in each case in comparative form the consolidated figures for the preceding previous fiscal year year, all in reasonable detail and accompanied by a report on such consolidated balance sheets and financial statements by thereon of Price Waterhouse Coopers LLP or other independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms)selected by Parent, which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for as otherwise specified in such changes with which report; provided any exceptions or qualifications thereto must be acceptable to the independent certified public accountants concurRequired Lenders) and that the examination audit by such accountants was conducted in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards., (b) As soon as practicable and in any event (xc) within 30 days five Business Days after the end any Borrower becomes aware of the each month ending after the Closing Dateoccurrence of any Default, (i) the consolidated balance sheet a certificate of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end an Authorized Officer of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after Borrowers setting forth the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended details thereof and the year to date. (c) Together with each delivery of financial statements of action which the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition Borrowers are taking or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto.; (d) At promptly upon the time mailing thereof to the security holders of the delivery Borrowers generally, copies of all financial statements, reports and proxy statements so mailed; (e) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Borrowers shall have filed with the Securities and Exchange Commission or any national securities exchange; (f) if and when Parent, Corp. or any member of the Controlled Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice; (g) promptly after any Borrower knows of the commencement thereof, notice, of any litigation, dispute or proceeding involving a claim against any of the Borrowers and/or any Subsidiary for $10,000,000 or more in excess of amounts covered in full by applicable insurance; (h) from time to time such additional information regarding the financial position or business of the Borrowers and their Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request; (i) at the request of any Lender, promptly after the filing thereof a copy of the annual statements for each calendar year and quarterly statements for each calendar quarter as filed with the New York Insurance Department or other then comparable agency of other jurisdictions and the financial statements provided of Corp. for each calendar year or quarter prepared in Sections 6.01(a) and accordance with Statutory Accounting Principles accompanied by a report thereon of the independent public accountants of Parent referred to in paragraph (b)) above; and (j) at the request of any Lender, (y) at any time when a certificate DB Loan is outstanding, quarterly and annual summary financial statements of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days applicable Designated Borrower as promptly as possible after the end of each of the Company's first three fiscal quarters in each quarter and fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presentedDesignated Borrower. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company will furnish or cause to be furnished to each Bank: (a) As soon as available available, and in any event within 90 fifty (50) days of the end of each fiscal quarter, the consolidated and, if requested by the Agent, the consolidating balance sheet of the Company and its Subsidiaries as of the end of such period and the related consolidated and, if requested by the Agent, consolidating statements of income for such period and, in each case, also for the portion of the fiscal year ended at the end of such period, setting forth comparative consolidated figures for the related periods in the prior fiscal year, all of which shall be certified by the chief financial officer or chief executive officer of the Company as fairly presenting in all material respects, the financial position of the Company and its Subsidiaries as of the end of such period and the results of their operations for the period then ended in accordance with GAAP, subject to changes resulting from normal year-end audit adjustments. (b) As soon as available, and in any event within ninety-five (95) days after the close of each fiscal year of the Company, the audited consolidated and, if requested by the Agent, the unaudited consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated and, if requested by the Agent, consolidating statements of income, of stockholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements certified by KPMG Peat Marwick LLP or other independent certified public accountants of recognized national standing (which standing, whose report shall be one of the "Big Five" accounting firms), which report shall not be qualified without limitation as to the scope of the audit or as and reasonably satisfactory in substance to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateBanks. (c) Together with each delivery of financial statements Immediately after any Responsible Officer of the Company and its Subsidiaries pursuant to subsection (a) aboveobtains verified knowledge thereof, a written statement by the independent public accountants giving the report thereon notice of: (i) stating that their audit examination has included a review any material violation of, noncompliance with, or remedial obligations under, Requirements of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, Environmental Laws; (ii) stating whetherany material Release or threatened material Release of Hazardous Materials affecting any property owned, in connection with their audit examination, leased or operated by the Company or any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and its Subsidiaries; (iii) stating that based on their audit examination nothing has come to their attention any event or condition which causes them to believe that as of the end of such fiscal year of the Company there existed constitutes a Default or an Event of Default related to (including any default under the breach of Subordinated Debentures); (iv) any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come which, in the opinion of management of the Company, would reasonably be expected to their attentionhave a Material Adverse Effect; (v) any Person having given any written notice to the Company or taken any other action with respect to a claimed material default or event under any material instrument or material agreement; (vi) the institution of any litigation which could reasonably be expected in the good faith judgment of the Company either to have a Material Adverse Effect or result in a final, specifying non-appealable judgment or award in excess of $5,000,000.00 with respect to any single cause of action; (vii) all ERISA notices required by Section 6.08; and (viii) any sale of assets other than as permitted hereby; Such notice shall specify the nature and period of existence thereof and the action taken by such Person and the nature of any such claimed default, event or condition and, in the case of an Event of Default or Default, what action the Company has been taken, is taking and propose being taken or is proposed to take be taken with respect thereto. (d) At the time of the delivery of the quarterly and annual financial statements provided for in Sections 6.01(a) and (b6.01(b), (y) a certificate of the chief financial officer or other Authorized a Responsible Officer of the Company to the effect that that, to his knowledge, no Default or Event of Default exists, exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been the action that is being taken or will that is proposed to be taken in with respect thereofthereto, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting set forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in provisions of Sections 7.05 and 7.10 through 7.13 inclusive) 7.17 as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Upon request by the Agent, a summary report (by Subsidiary) of all Accounts of the Company and its Subsidiaries. (f) Promptly following request by the Agent such environmental reports, studies and audits of the Company's procedures and policies, assets and operations in respect of Environmental Laws as the Agent may reasonably request. (g) Promptly upon receipt thereof, a copy, if any, copy of each annual "management letter" any report or letter submitted to the Company by its independent accountants in connection with any annual regular or special audit made by them of the books of Company's records and simultaneously with the Company sending or any of its Subsidiaries. (f) Promptly upon their becoming availablefiling thereof, copies of all consolidating and consolidated financial proxy statements, financial statements and reports which the Company sends to its stockholders, and copies of all regular, periodic or special reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectusesstatements, if anyin each case, filed by which the Company or any of its Subsidiaries files with the Securities and Exchange Commission or any other securities exchange or with the SEC and of all press releases and other statements made available generally securities market. (h) Promptly following request by the Company or any Subsidiary of the Company to the public concerning material developments in the business Agent such financial projections, budgets and unaudited consolidating financial statements of the Company and its SubsidiariesSubsidiaries as the Agent may reasonably request. (gi) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition From time to time and with reasonable promptness, such other information or event which constitutes a Default documents as the Agent or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of through the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoAgent may reasonably request.

Information Covenants. The Company Borrower will furnish or cause to be furnished to each Bank: (a) Annual Financial Statements. (i) As soon as available and in any event within 90 95 days after the close of each fiscal year of the CompanyBorrower, (x) the consolidated balance sheets sheet of the Company and its Subsidiaries Borrower, in each case, as at the end of such fiscal year and the related consolidated statements of income, of stockholders' ’ equity and of cash flows for such fiscal year and (y) the consolidating balance sheet of the Borrower as at the end of the fiscal year and the related consolidating statement of income for such fiscal year; in each case prepared in accordance with GAAP and, in the case of such consolidated statements setting forth comparative consolidated figures for the preceding fiscal year year, and a report on such consolidated balance sheets and financial statements examined by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms), which whose report shall not be qualified as to the scope of audit or as to the status of the Company Borrower and its Material Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standardsconcern. (bii) As soon as practicable available and in any event (x) within 30 120 days after the end close of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of Material Regulated Insurance Company, the Company's fiscal years, a Management's Discussion and Analysis Annual Statement (prepared in accordance with SAP) for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of such Material Regulated Insurance Company, as filed with the Applicable Insurance Regulatory Authority in compliance with the requirements thereof (or a report containing equivalent information for any Material Regulated Insurance Company there existed a Default or an Event of Default related not so required to file the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying foregoing with the nature and period of existence thereof and what action Applicable Insurance Regulatory Authority) together with the Company has taken, is taking and propose to take with respect thereto. (d) At the time opinion thereon of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer Chief Financial Officer or other Authorized Officer of such Material Regulated Insurance Company stating that such Annual Statement presents fairly in all material respects the financial condition and results of operations of such Material Regulated Insurance Company to the effect that no Default or Event of Default exists, or, if in accordance with SAP. (iii) As soon as available and in any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., event within 45 120 days after the end close of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's Borrower, a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each Material Regulated Insurance Company (prepared in accordance with SAP) for such fiscal year) by a Compliance Certificate in a form reasonably acceptable to year and as filed with the Administrative Agent setting forth the calculations required to establish whether the Company was Applicable Regulatory Insurance Authority in compliance with the covenants in this Agreement requirements thereof (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget report containing equivalent information for any Material Regulated Insurance Company not so required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to file the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or foregoing with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its SubsidiariesApplicable Regulatory Insurance Authority). (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company Borrower will furnish or cause to be furnished to each Bank: (a) As soon as available available, and in any event within 90 days after the close of each fiscal year of Holdings (commencing with the Companyyear ended June 30, 1997), the audited consolidated balance sheets sheet of the Company Holdings and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, of cash flows and of stockholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the Xxxxxx Xxxxxxxx or another "Big FiveSix" accounting firms)firm that is reasonably satisfactory to the Administrative Agent, which report shall not be qualified as to the scope of audit or as to the status of the Company Holdings and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly fairly, in all material respects, the consolidated financial position of the Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) GAAP, and that the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable practicable, and in any event (x) within 30 days after the end of the each month ending after the Closing Datemonth, commencing with January 1997, (i) the unaudited consolidated balance sheet of the Company Holdings and its Subsidiaries as at the end of such period month and (ii) the related unaudited consolidated statements of income and cash flows of the Company Holdings and its Subsidiaries, each in each case the form customarily prepared by management for such fiscal month and for the period from the beginning of the then current fiscal calendar year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal calendar year commencing (including a comparison of such monthly financial results against the budgets required to be submitted pursuant to Section 6.01(d) (such comparisons of actual results to budget to commence with fiscal year 1999, the corresponding periods financial results of the current fiscal year's budgetmonth of January 1997), together with a brief narrative discussion and (y) within 45 days after analysis prepared by management describing the end results of each operations of the Company's first three fiscal quarters in each fiscal year Holdings and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis its Subsidiaries for such financial statements covering the quarter then ended and the year to datemonth. (c) Together with each delivery of consolidated financial statements of the Company Holdings and its Subsidiaries pursuant to subsection (a) aboveSection 6.01(a), a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 67.01 through 7.05, 7inclusive, 8 and 9 of this Agreement the definitions related thereto as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, ; (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided PROVIDED, HOWEVER, that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, ; and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company Holdings there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 Sections 7.01 through 7.05, inclusive, as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company applicable Credit Party has taken, is taking and propose proposes to take with respect thereto. (d) Prior to the commencement of each calendar year, annual budgets of Holdings and its Subsidiaries in reasonable detail for each month of such calendar year, as customarily prepared by management for its internal use, setting forth, with appropriate discussion, the principal assumptions upon which such budgets are based. (e) At the time of the delivery of the financial statements provided for in Sections 6.01(a), (b) and (bc), (y) a certificate of the chief financial officer, controller, chief accounting officer or other Authorized Officer of the Company Borrower to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall shall, with respect to the financial statements provided for in Section 6.01(c), at the time of delivery of such statements for the fiscal months ended nearest to March 31, June 30, September 30 and December 31, beginning with the fiscal month ended nearest to March 31, 1997, be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate Certificate, in a form reasonably acceptable to the Administrative Agent Agent, setting forth the calculations required to establish whether the Company was Holdings and its Subsidiaries were in compliance with the -66- covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 7.01 through 7.13 7.05, inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presentedperiod. (ef) Promptly upon receipt thereof, a copy, if any, copy of each annual "management letter" submitted to Holdings or the Company Borrower by its independent accountants in connection with any annual audit made by them of the books of the Company Holdings or any of its Subsidiaries. (fg) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company Holdings or any Subsidiary of its Subsidiaries to the Company to its security holders in their capacity as such (other than to the Company Holdings or another Subsidiaryof its Subsidiaries) of such Person, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company Holdings or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company Holdings or any Subsidiary of the Company its Subsidiaries to the public concerning material developments in the business of the Company Holdings and its Subsidiaries. (gh) Promptly upon any senior officer of any Borrower Senior Officer obtaining actual knowledge (wi) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (xii) that any Person has given any written notice to Holdings or any Borrower of its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (yiii) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company Holdings and its Subsidiaries, Subsidiaries taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company applicable Credit Party has taken, is taking and propose proposes to take with respect thereto. (i) Promptly upon any Senior Officer obtaining actual knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries not previously disclosed to the Banks, which action, suit, proceeding, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from Holdings or any of its Subsidiaries aggregating $500,000 or more (exclusive of claims covered by insurance policies of Holdings or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), the Borrower shall give notice thereof to the Banks and provide such other information as may be reasonably available to enable the Banks and their counsel to evaluate such matters; (ii) as soon as practicable and in any event within 45 days after the end of each fiscal quarter, the Borrower shall provide a report to the Banks covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration (not previously reported) against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries not previously disclosed to the Banks, which action, suit, proceedings, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from Holdings or any of its Subsidiaries aggregating $500,000 or more (exclusive of claims covered by insurance policies of Holdings or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), and shall provide such other information at such time as may be reasonably available to enable the Banks and their counsel to evaluate such matters; (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 6.01(i), the Borrower upon request shall promptly give notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered to the Banks pursuant to clause (i) or (ii) above to the Banks and provide such other information as may be reasonably available to it to enable the Banks and their counsel to evaluate such matters; (iv) promptly upon any officer of Holdings or any Subsidiary obtaining actual knowledge of any dispute in respect of or the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in respect of any lease of Real Property or other material contract of Holdings or any of its Subsidiaries (in the case of such other material contract, to the extent that the dispute, action, suit, proceeding, investigation or arbitration could, if resolved in a manner unfavorable to the Credit Party thereto, reasonably be anticipated to have a Material Adverse Effect), such Person shall give notice thereof to the Banks and shall provide to the Banks such other information as may be reasonably available to enable the Banks and their counsel to evaluate such matters; and (v) promptly upon any Senior Officer obtaining knowledge of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in respect of any lease of Real Property or other material contract of Holdings or any of its Subsidiaries (in the case of such other material contract, to the extent that the action, suit, proceeding, investigation or arbitration could, if resolved in a manner unfavorable to the Credit Party thereto, reasonably be anticipated to have a Material Adverse Effect), the Borrower shall give notice thereof to the Banks and shall provide such other information as may be reasonably available to enable the Banks and their counsel to evaluate such matters. (j) Within 90 days of the last day of each calendar year of Holdings, a summary report outlining all changes to the material insurance coverage maintained from the date of the previous such report by Holdings or any of its Subsidiaries. (k) To the extent reasonably requested by the Administrative Agent, as soon as practicable and in any event within ten Business Days of the later of such request and the making of any such amendment or waiver, copies of amendments or waivers with respect to Indebtedness of Holdings or any of its Subsidiaries. (l) On or prior to the Closing Date and within 90 days after the commencement of each fiscal year (to the extent there has been a change since the list provided the prior fiscal year), a complete and accurate list of the Senior Officers and directors of each Credit Party, which list shall include any officers authorized to execute any certificates, notices, reports or other documents provided to the Administrative Agent or the Banks hereunder or under any other Credit Document, and within 30 days of any change in personnel affecting the accuracy of such list, a notice specifying such change in personnel. (m) Within twenty days after the last Business Day of each fiscal month, a borrowing base certificate in the form of Exhibit 6.01(m) (each, a "BORROWING BASE CERTIFICATE") detailing the Borrower's Eligible Accounts Receivable and Eligible Inventory as of the last day of such fiscal month, certified as complete and correct on behalf of the Borrower by a Senior Officer or other Authorized Officer. In addition, each Borrowing Base Certificate shall have attached to it such additional schedules and/or other information as the Administrative Agent may reasonably request. If the Borrower fails to deliver any such Borrowing Base Certificate within thirty days after the end of any such fiscal month, then the Borrower's Borrowing Base shall be deemed to be $0 until such time as the Borrower shall deliver such required Borrowing Base Certificate. (n) Within 25 days after the last Business Day of each month, or upon the consummation of any Permitted Business Acquisition, a supplement to each of Schedules 5.13, 5.16 and 5.17 showing any changes in the information set forth in such Schedule not previously furnished to the Banks in writing, and within 25 days after the last Business Day of each calendar year, an amendment to each such Schedule; PROVIDED that the Borrower shall only be required to provide a supplement (or amendment) with respect to any such Schedule where there has been a change in the information set forth in such Schedule not previously furnished to the Banks in writing. (o) With reasonable promptness, such other information and data with respect to Holdings or any of its Subsidiaries or any other similar entity in which Holdings or any of its Subsidiaries has an investment, as from time to time may be reasonably requested by any Bank and may be reasonably available to the Borrower.

Information Covenants. The Company Borrower will furnish or cause to be furnished to each Bank: (a) Annual Financial Statements. As soon as available and in any event within 90 105 days after the close of each fiscal year of the CompanyBorrower, the consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity income and of cash flows for such fiscal year, together with a summary of sales and profits by operating groups prepared consistently with past practices and procedures and in form reasonably satisfactory to the Administrative Agent for such fiscal year, setting forth for such fiscal year, in comparative form, (x) for each of such consolidated financial statements and such summary the corresponding figures for the preceding fiscal year year, and a report on (y) for such consolidated balance sheets and financial statements the corresponding figures for such fiscal year as set forth in the respective budget delivered pursuant to Section 7.01(c); all of which shall be (I) in the case of such consolidated financial statements and such summary, certified by the Chief Financial Officer of the Borrower to the effect that such statements and summary fairly present in all material respects the financial condition of the Borrower and its Subsidiaries, or such operating groups, as the case may be, as of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated, and (II) in the case of such consolidated financial statements, audited by Ernst & Young (or other independent certified public accountants of recognized national standing (which shall be one of acceptable to the "Big Five" accounting firms), which report Required Banks) whose opinion shall not be qualified as to the scope of audit or as to the status of the Company and Borrower together with its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position concern, together with a certificate of the Company accounting firm referred to above stating that in the course of its regular audit of the business of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with Subsidiaries, which the independent certified public accountants concur) and the examination by such accountants audit was conducted in accordance with generally accepted auditing standards. , such accounting firm has obtained no knowledge of any Default or Event of Default (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement insofar as they relate to accounting matters but without having conducted any special auditing procedures or financial matters) which has occurred and is continuing or, if in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes the opinion of such accounting firm such a Default or Event of Default has come occurred and is continuing, a statement as to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company Borrower will furnish or cause to be furnished to the Agent, who will distribute copies to each Bank: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the CompanyBorrower, the consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholdersshareholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms)standing, which report shall not be qualified as to the scope of audit or as to the status of the Company Borrower and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly fairly, in all material respects, the consolidated financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as available and in any event within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of income, of shareholders' equity and of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, setting forth in comparative form the same information for the corresponding periods of the prior fiscal year, together with a brief narrative discussion and analysis prepared by management describing the Borrower's results of operations for such fiscal quarter. (c) As soon as practicable and in any event (x) within 30 days after the end of the each first full month ending after the Closing DateDate and each month thereafter, (i) the consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such period and (ii) the related consolidated statements of income and cash flows of the Company and its SubsidiariesBorrower each in the form customarily prepared by management, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the same information for the corresponding periods of the prior fiscal year commencing (including a comparison of such monthly financial results against the budgets required to be submitted pursuant to sub- section (e) hereof, together with fiscal year 1999, a brief narrative discussion and analysis prepared by management describing the corresponding periods Borrower's results of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis operations for such financial statements covering the quarter then ended and the year to datefiscal month. (cd) Together with each delivery of financial statements of the Company Borrower and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 67.04, 77.05, 8 7.07 (as to the Borrower only) and 9 7.09 through 7.11 (inclusive) of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company Borrower there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 Sections 7.04, 7.05, 7.07 (as to the Borrower only) and 7.09 through 7.11 (inclusive), as they relate to accounting matters matters, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company Borrower has taken, is taking and propose proposes to take with respect thereto. (de) Prior to the commencement of each fiscal year, annual budgets of the Borrower and its Subsidiaries in reasonable detail for each month of such fiscal year, as customarily prepared by management for its internal use, setting forth, with appropriate discussion, the principal assumptions upon which such budgets are based. Together with each delivery of financial statements pursuant to Section 6.01(c), a comparison of the current year to date financial results against the budgets required to be submitted pursuant to this subsection (e) shall be presented. (f) At the time of the delivery of the financial statements provided for in Sections 6.01(a), (b) and (bc), (y) a certificate of the chief executive officer, chief financial officer, controller, chief accounting officer or other Authorized Officer of the Company Borrower to the effect that such financial statements are true and complete in all material respects and that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall shall, with respect to the financial statements provided for in Section 6.01(c), at the time of delivery of such statements for the months ended September 30, December 31, March 31 and June 30, beginning with the month ended December 31, 1996, be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was Borrower and its Subsidiaries were in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 7.09 through 7.13 7.11 (inclusive)) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (eg) Promptly upon receipt thereof, a copy, if any, copy of each annual "management letter" submitted to the Company Borrower by its independent accountants in connection with any annual audit made by them of the books of the Company Borrower or any of its Subsidiaries. (fh) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company Borrower or any Subsidiary of the Company Borrower to its security holders in their capacity as such (other than to the Company Borrower or another Subsidiary) ), of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company Borrower or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company Borrower or any Subsidiary of the Company Borrower to the public concerning material developments in the business of the Company Borrower and its Subsidiaries. (gi) Promptly upon any senior officer of any Borrower Senior Officer obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company Borrower and its Subsidiaries, Subsidiaries taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company Borrower has taken, is taking and propose proposes to take with respect thereto. (i) Promptly upon any Senior Officer obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting Holdings, the Borrower or any of its Subsidiaries or any property of Holdings, the Borrower or any of its Subsidiaries not previously disclosed to the Banks, which action, suit, proceeding, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from Holdings, the Borrower or any of its Subsidiaries aggregating $500,000 or more (exclusive of claims covered by insurance policies of Holdings, the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), the Borrower shall give notice thereof to the Banks and provide such other information as may be reasonably available to enable the Banks and their counsel to evaluate such matters; (ii) as soon as practicable and in any event within 45 days after the end of each fiscal quarter, the Borrower shall provide a report to the Banks covering any institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration (not previously reported) against or affecting Holdings, the Borrower or any of its Subsidiaries or any property of Holdings, the Borrower or any of its Subsidiaries not previously disclosed to the Banks, which action, suit, proceeding, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from Holdings, the Borrower or any of its Subsidiaries aggregating $250,000 or more (exclusive of claims covered by insurance policies of Holdings, the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), and shall provide such other information at such time as may be reasonably available to enable the Banks and their counsel to evaluate such matters; (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 6.01(j), the Borrower upon request shall promptly give notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered to the Banks pursuant to clause (i) or (ii) above to the Banks and provide such other information as may be reasonably available to it to enable the Banks and their counsel to evaluate such matters and (iv) promptly upon any Senior Officer obtaining knowledge of any material dispute in respect of or the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in respect of any material contract of the Borrower or any of its Subsidiaries, the Borrower shall give notice thereof to the Banks and shall provide such other information as may be reasonably available to enable the Banks and their counsel to evaluate such matters. (k) Within 90 days of the last day of each fiscal year of the Borrower, a summary report, substantially in the form of Annex VI hereto, outlining all material insurance coverage maintained as of the date of such report by the Borrower and its Subsidiaries and outlining all material insurance coverage planned to be maintained by the Borrower and its Subsidiaries in the subsequent fiscal year. (l) To the extent reasonably requested by the Agent, as soon as practicable and in any event within ten Business Days of the later of such request and the making of any such amendment or waiver, copies of amendments or waivers with respect to Indebtedness of the Borrower or any of its Subsidiaries. (m) The Borrower shall provide to the Agent prior to the Closing Date a consolidated plan, substantially in the form of Exhibit P hereto, for the remainder of the fiscal year ending December 31, 1996, and the Borrower shall provide to the Agent on or prior to December 31, 1996 and each December 31 thereafter a consolidated plan, substantially in the form of Exhibit P hereto, for each month in the current fiscal year and a consolidated plan, substantially in the form of Exhibit P hereto, for the next succeeding five fiscal years, in each case prepared in accordance with the Borrower's normal accounting procedures (and which will represent management's reasonable estimate of the Borrower's projected performance during such periods) applied on a consistent basis, including, without limitation, (i) forecasted consolidated balance sheets, consolidated statements of operations, of stockholders' equity and of cash flows of the Borrower and its Subsidiaries on a consolidated basis for such periods, (ii) the amount of forecasted capital expenditures for such fiscal periods, and (iii) forecasted compliance with Sections 7.09-7.11; provided that if any such forecast indicates that the Borrower may not be in compliance with any provision of this Agreement at some future date, such forecast shall not constitute a Default or an Event of Default or anticipatory or other breach thereof. (n) Within fifteen (15) days after the last Business Day of each month, the Borrower shall deliver to Agent for distribution to each Bank a borrowing base certificate in the form of Exhibit M hereto (the "Borrowing Base Certificate") detailing the Borrower's Eligible Accounts Receivable and Eligible Inventory as of the last day of such month, certified as complete and correct on behalf of the Borrower by a Senior Officer or any other Authorized Officer. In addition, each Borrowing Base Certificate shall have attached to it such additional schedules and/or other information as the Agent may reasonably request. If the Borrower fails to deliver any such Borrowing Base Certificate within twenty-five (25) days after the end of any such month, then the Borrower's Borrowing Base shall be deemed to be $0 until such time as the Borrower shall deliver such required Borrowing Base Certificate. (i) On or prior to the Closing Date and within 90 days after the commencement of each fiscal year, a complete and accurate list of the officers and directors of the Borrower and (ii) within 30 days of any change in personnel affecting the accuracy of such list, a notice specifying such change in personnel. (p) With reasonable promptness, such other information and data with respect to the Borrower or any of its Subsidiaries or any other similar entity in which the Borrower or any Subsidiary has an investment, as from time to time may be reasonably requested by any Bank and may be reasonably available to the Borrower. (q) The Borrower shall deliver to the Agent, within 15 days after filing with the SEC, copies of Holdings' annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which is filed by Holdings with the SEC pursuant to Section 13 or 15(d) of the Exchange Act within the time periods prescribed under such rules and regulations. In addition, the Borrower shall cause Holdings' annual reports to shareholders and any quarterly or other financial reports furnished by Holdings to shareholders generally to be filed with the Agent.

Information Covenants. The Company will Each Obligor Party shall furnish or cause to be furnished to each Bankthe Administrative Agent: (a) As soon Upon the earlier to occur of (i) five Business Days after being filed with the SEC and (ii) the date that is the deadline to file with SEC, the quarterly report on Form 10-Q, or its equivalent, of Parent for such Fiscal Quarter; provided that the Obligor Parties shall be deemed to have furnished said quarterly report on Form 10-Q for purposes of this Section 7.01(a) on the date the same shall have been made available on “EXXXX” (or any successor thereto) or on its home page on the worldwide web (which page is, as available and in any event within 90 days after the close of each fiscal year of the Companydate of this Agreement, located at wxx.xxxxxxxxxxx.xxx). Such quarterly report shall include, and to the extent it does not include shall be supplemented by, a consolidated balance sheets sheet, income statement and related statements of the Company operations, stockholders’ equity and its Subsidiaries cash flows as at of the end of and for such fiscal year Fiscal Quarter and the related consolidated statements then-elapsed portion of income, of stockholders' equity and of cash flows for such fiscal yearthe Fiscal Year, setting forth in each case in comparative consolidated form the figures for the preceding fiscal year corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, together with a corresponding discussion and analysis of results from management, all certified by one of its Principal Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. (b) Upon the earlier to occur of (i) five Business Days after being filed with the SEC and (ii) the date that is the deadline to file with the SEC, the annual report on Form 10-K, or its equivalent, of Parent for such consolidated balance sheets and financial statements Fiscal Year, certified by KPMG LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and the Required Lenders, whose certification shall be without qualification or scope limitation; provided that (i) the Obligor Parties shall be deemed to have furnished said annual report on Form 10-K for purposes of this Section 7.01(b) on the date the same shall have been made available on “EXXXX” (or any successor thereto) or on its home page on the worldwide web (which page is, as of the date of this Agreement, located at wxx.xxxxxxxxxxx.xxx) and (ii) if said annual report on Form 10-K contains the report of such independent public accountants (without qualification or exception, and to the effect, as specified above), no Obligor Party shall be one required to deliver such report. Such annual report shall include, and to the extent it does not include shall be supplemented by, Parent’s audited consolidated balance sheet, income statement and related statements of operations, stockholders’ equity and cash flows as of the "Big Five" accounting firms)end of and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (which report opinion shall not be qualified without qualification or exception as to the scope of audit or as such audit) to the status of the Company and its Subsidiaries as a going concern and shall state effect that such consolidated financial statements present fairly in all material respects the consolidated financial position condition and results of the Company operations of Parent and its consolidated Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a consolidated basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateGAAP consistently applied. (c) Together with each delivery of financial statements Promptly after the same become publicly available (whether on “EXXXX” (or any successor thereto) or Parent’s homepage on the worldwide web or otherwise), notice to the Administrative Agent of the Company filing of all periodic reports on Form 10-K or Form 10-Q, and all amendments to such reports and all definitive proxy statements filed by any Obligor or any of its Subsidiaries pursuant with the SEC, or any Governmental Authority succeeding to subsection any or all of the functions of the SEC, or with any national securities exchange, or distributed by Parent to its shareholders generally, as the case may be (aand in furtherance of the foregoing, Parent will give to the Administrative Agent prompt written notice of any change at any time or from time to time of the location of Parent’s home page on the worldwide web). (d) abovePromptly, a written statement by the independent public accountants giving the report thereon and in any event within five (5) Business Days after: (i) stating that their audit examination has included a review the occurrence of any of the terms following with respect to any Obligor or any of Sections 6its Restricted Subsidiaries: (A) the service of process on Parent or any of its Restricted Subsidiaries with respect to the pendency or commencement of any litigation, 7arbitration or governmental proceeding against such Obligor or Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect and (B) the institution of any proceeding against any Obligor or any of its Restricted Subsidiaries with respect to, 8 or the receipt of notice by such Person of potential liability or responsibility for violation or alleged violation of, any law, rule or regulation (including any Environmental Law) which would reasonably be expected to have a Material Adverse Effect and 9 (C) any casualty or other insured damage to any material portion of this Agreement as they relate to accounting matters but without having conducted the Collateral or the commencement of any special auditing procedures in connection therewith, action or proceeding for the taking of any material portion of the Collateral interest therein under power of eminent domain or by condemnation or similar proceeding; or (ii) stating whether, in connection with their audit examination, any Obligor Party obtains knowledge of the occurrence of any event or condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to Default; or (iii) any Obligor Party obtains knowledge of the breach occurrence of any covenant set forth in Section 6 a Change of Control; a notice of such event, condition, occurrence or 7 as they relate to accounting matters and if such a condition or event has come to their attentiondevelopment, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretothereof. (de) At the time of Within five Business Days after the delivery of the financial statements provided for in Sections 6.01(aSection 7.01(a) and (b7.01(b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable with respect to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date covered by such financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiariesstatements. (f) Promptly upon their becoming availablePromptly, copies and in any event within 30 days after any Responsible Officer of all consolidating and consolidated financial statementssuch Obligor Party obtains knowledge thereof, reportsnotice of: (i) the occurrence or expected occurrence of (A) any ERISA Event with respect to any Plan or any Multiemployer Plan, notices and proxy statements sent (B) a failure to make any required contribution to a Plan before the due date (including extensions) thereof or made available generally (C) any Lien in favor of the PBGC or a Plan, in each case that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; and (ii) the institution of proceedings or the taking of any other action by the Company PBGC or Parent or any Subsidiary ERISA Affiliate or any administrator or trustee of the Company to its security holders in their capacity as such (other than a Multiemployer Plan with respect to the Company withdrawal from, or another Subsidiarythe termination, insolvency, endangered, critical or critical and declining status (within the meaning of such terms as used in ERISA) of all regular of, any Plan or Multiemployer Plan, which withdrawal, termination, insolvency, endangered, critical or critical and periodic reports and all registration statements and prospectusesdeclining status would reasonably be expected to, if any, filed by the Company individually or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiariesaggregate, have a Material Adverse Effect. (g) Promptly upon As soon as available, and in any senior officer event within 60 days after the start of each Fiscal Year, copies of Parent’s Projections, for the forthcoming fiscal year, quarter by quarter, certified by a Principal Financial Officer of Parent as being such officer’s good faith estimate of the financial performance of Parent and its Subsidiaries during the period covered thereby. (i) Within 30 days after the consummation of any Borrower obtaining knowledge Collateral Transfer resulting in Book Value of Assets of greater than $50,000,000 ceasing to be Collateral, (wA) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action of such Collateral Transfer (including the book value of the Collateral so transferred), (B) a certificate of a Principal Financial Officer of an Obligor Party, certifying that after giving effect to such Collateral Transfer, the Book Value of Assets with respect to all remaining Collateral is no less than $1,500,000,000 and (C) a claimed Default reasonably detailed calculation demonstrating Parent’s calculation of such Book Value of Assets and (ii) within five Business Days after the delivery of the financial statements provided for in Section 7.01(a) and 7.01(b), a calculation of the Book Value of Assets as of the end of the fiscal period covered by such financial statements. (i) Promptly, and in any event within five (5) Business Days after, notices of default sent to or Event of Default under this Agreementfrom the Obligors in connection with the ABL Credit Agreement or any amendment, supplement or other modification to the ABL Credit Agreement or the loan documents related thereto. (j) From time to time and with reasonable promptness, (x) that any Person has given any written notice to any Borrower such other information or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition documents (financial or otherwise) with respect to any Obligor or prospects any of its Restricted Subsidiaries as the Company Administrative Agent or any Lender through the Administrative Agent may reasonably request including with respect to any Collateral and its Subsidiaries(y) information and 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, taken as a whole, an Officers' Certificate specifying including the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person PATRIOT Act and the nature Beneficial Ownership Regulation (to the extent applicable); provided that any non-public information obtained by any Person pursuant to such request shall be treated as confidential information in accordance with Section 11.06. Notwithstanding the foregoing, no Obligor or any of such claimed Default, Event its Restricted Subsidiaries shall be required to deliver any information or documents if the disclosure thereof to the Administrative Agent or any Lender would violate a binding confidentiality agreement with a Person that is not an Affiliate of Default, event Parent or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoany Subsidiary.

Information Covenants. The Company Borrower will furnish or cause to be furnished to each Bank: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the CompanyBorrower, the audited consolidated balance sheets of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of incomeoperations, of cash flows and of stockholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year year, and a report on such consolidated balance sheets and financial statements by a "Big Six" accounting firm or another firm of independent certified public accountants of nationally recognized national standing (which shall be one of that is satisfactory to the "Big Five" accounting firms)Agent, which report shall not be qualified as to the scope of audit or as to the status of the Company Borrower and its Subsidiaries as a going concern and shall state that such consolidated con- solidated financial statements present fairly fairly, in all material respects, the consolidated financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination audit by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of each month, commencing with the each first full month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries Borrower as at the end of such period and (ii) the related statements of income and cash flows of the Company and its SubsidiariesBorrower, in each case for such fiscal month and (in the case of the third, sixth, ninth and twelfth fiscal months) for the Fiscal Quarter then ended and for the period from the beginning of the then current fiscal year to the end of such fiscal monthmonth and, as the case may be, Fiscal Quarter, setting forth in comparative form the corresponding periods of the prior fiscal year commencing year, all in reasonable detail and certified by a principal financial officer of the Borrower as presenting fairly, in accordance with GAAP (except for the absence of notes thereto) applied (except as specifically set forth therein) on a basis consistent with such prior fiscal year 1999periods, the corresponding periods of the current fiscal information contained therein, subject to changes resulting from normal year's budget, and (y) within 45 days after the -end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateaudit adjustments. (c) Together with each delivery of financial statements of the Company Borrower and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company Borrower there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 (having reviewed Sections 6, 7, 8 and 9 hereof and the Compliance Certificate delivered within 45 days after the end of the Borrower's fourth Fiscal Quarter) as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretothereof. (d) At Prior to the time commencement of each fiscal year, budgets of the Borrower and its Subsidiaries in reasonable detail for each month of such fiscal year, as customarily prepared by management for its internal use, setting forth, with appropriate discussion, the principal assumptions upon which such budgets are based, accompanied by an Officers' Certificate certifying that such budgets are reasonable and present a good faith estimate of the consolidated information therein at the date thereof. Together with each delivery of the financial statements provided for pursuant to Section 6.01(b) hereof, a comparison of the most recent month's and the current year to date financial results against the budgets required to be submitted pursuant to this subsection (d) shall be presented to the Agent. (e) As soon as practicable and in Sections 6.01(a) and (b)any event within 45 days after the end of each of the Borrower's Fiscal Quarters, (y) a certificate of the chief financial officer, controller, chief accounting officer or other Authorized Officer of the Company Borrower to the effect that such financial statements are fairly presented in all material respects and that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in action the Borrower has taken, is taking and proposes to take with respect thereofthereto, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish (i) whether the Company was Borrower and its Subsidiaries were in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 7.14 inclusive) and (ii) the applicable Interest Margin pursuant to the definition thereof, in each case, as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (ef) Promptly upon receipt thereof, a copy, if any, copy of each annual "management letter" and of each other report submitted to the Company Borrower by its independent accountants in connection with any annual audit and any interim or special audit made by them of the books of the Company Borrower or any of its Subsidiaries. (fg) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company Borrower or any Subsidiary of the Company Borrower to its security holders in their capacity as such (other than to the Company or another Subsidiary) holders, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company Borrower or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company Borrower or any Subsidiary of the Company Borrower to the public concerning material developments in the business of the Company Borrower and its Subsidiaries. (gh) Promptly Immediately upon any senior officer of the Borrower or any Borrower of its Subsidiaries obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company Borrower and its Subsidiaries, Subsidiaries taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company Borrower has taken, is taking and propose proposes to take with respect thereto. (i) Promptly upon any officer of the Borrower or any of its Subsidiaries obtaining knowledge of the institution of, or threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed to the Banks, which action, suit, proceeding, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from the Borrower or any of its Subsidiaries aggregating $500,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), the Borrower shall give notice thereof to the Banks and provide such other information as may be reasonably available to enable the Banks and their counsel to evaluate such matters; (ii) as soon as practicable and in any event within 45 days after the end of each Fiscal Quarter, the Borrower shall provide a quarterly report to the Banks covering the institution of, or threat of, any action, suit, proceeding, governmental investigation or arbitration (not previously reported) against or affect- ing the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries, which action, suit, proceedings, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from the Borrower or any of its Subsidiaries aggregating $250,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), and shall provide such other information at such time as may be reasonably available to enable the Banks and their counsel to evaluate such matters; (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 6.01(i), the Borrower upon request shall promptly give notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered to the Banks pursuant to clause (i) or (ii) above to the Banks and provide such other information as may be reasonably available to it to enable the Banks and their counsel to evaluate such matters and (iv) promptly upon any officer of the Borrower or any of its Subsidiaries obtaining knowledge of any dispute in respect of or the institution of, or threat of, any action, suit, proceeding, governmental investigation or arbitration in respect of any material contract of the Borrower or any of its Subsidiaries, the Borrower shall give notice thereof to the Banks and shall provide such other information as may be reasonably available to enable the Banks and their counsel to evaluate such matters. (j) Within 45 days of the last day of each fiscal year of the Borrower, a report in form and substance reasonably satisfactory to the Agent outlining all material insurance coverage maintained as of the date of such report by the Borrower and its Subsidiaries and outlining all material insurance coverage planned to be maintained by the Borrower and its Subsidiaries in the subsequent fiscal year. (k) As soon as practicable and in any event within ten days after the making of any amendment or waiver, copies of amendments or waivers with respect to Indebtedness of the Borrower or any of its Subsidiaries. (l) On or prior to the Closing Date, the Borrower's consolidated plan for the remainder of the fiscal year ending 1997 and for the next succeeding five fiscal years, in each case prepared in accordance with the Borrower's normal accounting procedures (and which will represent management's reasonable estimate of the Borrower's projected performance during such periods) applied on a consistent basis, including, without limitation, (A) forecasted consolidated balance sheets and consolidated statements of operations and of cash flows of the Borrower and its Subsidiaries, (B) the amount of forecasted capital expenditures for such fiscal periods, and (C) forecasted compliance with Sections 7.05 and 7.10 through 7.14 inclusive; provided that if any such forecast indicates that the Borrower may not be in compliance with any provision of this Agreement at some future date, such forecast shall not constitute a Default or an Event of Default or anticipatory or other breach thereof; and provided further that the Borrower shall provide an Officers' Certificate specifying the action the Borrower proposes to take with respect thereto. (m) Within twenty (20) days after the last Business Day of each fiscal month of the Borrower, the Borrower shall deliver to Agent for distribution to each Bank a borrowing base certificate in the form of Exhibit H hereto (the "Borrowing Base Certificate") detailing the Borrower's Eligible Accounts Receivable and Eligible Inventory as of the last day of such month, certified as complete and correct on behalf of the Borrower by the Borrower's chief executive officer, chief financial officer, controller or other Authorized Officer. In addition, each Borrowing Base Certificate shall have attached to it such additional schedules and/or other information as the Agent may reasonably request. If the Borrower fails to deliver any such Borrowing Base Certificate within twenty (20) days after the end of any such month, then the Borrower's Borrowing Base shall be deemed to be $0 until such time as the Borrower shall deliver such required Borrowing Base Certificate. The Borrower shall also deliver on a monthly basis an accounts receivable aging analysis and an inventory breakout in form and substance reasonably satisfactory to the Agent. (n) With reasonable promptness, such other information and data with respect to the Borrower or any of its Subsidiaries or any other similar entity in which the Borrower or any Subsidiary has an investment, as from time to time may be reasonably requested by any Bank. (i) On or prior to the Closing Date and within 30 days after the commencement of each fiscal year, a complete and accurate list of the officers and directors of the Bor- rower and (ii) within 30 days of any change in personnel affecting the accuracy of such list, a notice specifying such change in personnel. (p) The Borrower will promptly furnish to the Agent all financial statements, information and reports which the Borrower furnishes or causes to be furnished to any holder of Senior Notes (or any agreement or instrument evidencing Indebtedness issued in exchange for, or to refund or refinance Indebtedness outstanding under, the Senior Notes).

Information Covenants. The Company will shall furnish or cause to be furnished to each Bankof the Lenders, the Trustee and, prior to the Project Completion Date, the Independent Engineer: (a) As soon as available and but, in any event within 90 forty- five (45) days after the close of each fiscal year quarterly accounting period in each Fiscal Year, (i) two copies of the Company, the consolidated balance sheets complete unaudited statements of financial condition of the Company and its Subsidiaries as at the end of such fiscal year quarterly period, with a no default certification signed by an Authorized Officer of the Company, and the with related consolidated statements of income, income and retained earnings and statements of stockholders' equity and of changes in cash flows flow for such fiscal yearquarterly period and for the elapsed portion of the Fiscal Year ending on the last day of such quarterly period, in each case setting forth comparative consolidated figures for the preceding fiscal year related periods in the prior Fiscal Year, all of which shall be in agreement with the Company's books of account, subject to normal year-end audit adjustments, and certified by an Authorized Officer of the Company; (ii) a report on any event or condition which constitutes or is reasonably likely to constitute a Material Adverse Change; and (iii) a statement of all financial transactions in such consolidated balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms), which report shall not be qualified as to the scope of audit or as to the status of quarterly period between the Company and its Subsidiaries as any Affiliate of the Company, including a going concern and shall state certification that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied transactions were on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standardsordinary commercial terms negotiated on an arms-length basis. (b) As soon as practicable and available but, in any event event, within one hundred twenty (x120) within 30 days after the end close of each Fiscal Year, two copies of the each month ending after following, all in form satisfactory to the Closing Date, Lenders: (i) the consolidated balance sheet statements of financial condition of the Company and its Subsidiaries Company, approved by the Board of Directors of the Company, as at the end of such period and (ii) Fiscal Year with the related statements of income and retained earnings, statements of changes in cash flows of the Company and its Subsidiariesflow for such Fiscal Year, in each case with supporting schedules and setting forth comparative figures for such fiscal month Fiscal Year and for certified by the period from the beginning of the then current fiscal year to the end of Auditors and Deloitte & Touche (all such fiscal month, setting forth statements being in comparative form the corresponding periods of the prior fiscal year commencing agreement with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters books of account and prepared in each fiscal year accordance with U.S. GAAP consistently applied); (ii) the Auditor's and within 90 days after the end of each Deloitte & Touche's statements setting forth all transactions of the Company's fiscal years, a Management's Discussion and Analysis Company with Affiliates for such financial statements covering the quarter then ended and the year to date.Fiscal Year, other than (A) any transaction under a Principal Document or (B) any transaction having a price or value less than fifty thousand Dollars ($50,000) or (C) any series of transactions having an aggregate price or value of less than three hundred thousand Dollars ($300,000); and (ciii) Together with each delivery a report of the Auditors and Deloitte & Touche stating that in the course of its regular audit of the financial statements of the Company Company, which audit was conducted in accordance with U.S. GAAP, the Auditors and its Subsidiaries pursuant to subsection (a) aboveDeloitte & Touche obtained no knowledge of any Default or Event of Default which has occurred and is continuing or, a written statement by if in the independent public accountants giving the report thereon (i) stating that their audit examination has included a review opinion of the terms of Sections 6, 7, 8 Auditors and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes Deloitte & Touche such a Default or Event of Default has come occurred and is continuing, a statement as to their attentionthe nature thereof, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason copy of any failure "management letter" or other similar communication received by the Company from the Auditors and Deloitte & Touche in relation to obtain knowledge the Company's financial, accounting and other systems, management and accounts. (c) Without limiting any other requirement herein, with each request for Disbursement, the Company shall submit to each of the Lenders a detailed line item budget relating to Project Costs other than those Project Costs payable pursuant to the EPC Contract showing the budgeted amount of each line item, the cumulative amount of each line item used through the date of the request for Disbursement and the amounts being requested from the Disbursement for application to each line item. The consent of each of the Lenders shall be required in order to exceed the budgeted amount for any such Default line item or Event to apply the amounts budgeted for any such line item toward another line item. As soon as available, but in any event within sixty (60) days prior to the first day of Default that would not be disclosed in each Fiscal Year, an Annual Budget (including budgeted statements of income, a schedule of capital expenditures, sources and applications of funds statement and balance sheets) prepared by the course Company for each of their audit examination, the four fiscal quarters of such Fiscal Year and accompanied by (i) a statement of the Independent Engineer approving the assumptions upon which such Annual Budget was based and (iiiii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as a statement of the end of such fiscal year an Authorized Officer of the Company there existed a Default or an Event of Default related to the breach effect that, to the best of any covenant set forth in Section 6 or 7 as they relate to accounting matters his knowledge, the budget is a reasonable estimate for the period covered thereby. The Annual Budget shall be accompanied by the Company's cash flow projections for such Fiscal Year and if such a condition or event has come to their attention, specifying the nature and period Company's calculation of existence thereof and what action the Debt Service Coverage Ratio (calculated on the basis of assumptions developed by the Company has takenand approved by the Lenders (after consultation with the Independent Engineer)) for the preceding and upcoming 12- month periods. The Annual Budget will be subject to approval by the Lenders and the Independent Engineer, is taking which approval will not be unreasonably withheld or delayed. If the Lenders and propose the Company fail to take agree on any Annual Budget prior to the commencement of the relevant Fiscal Year, the Annual Budget for the immediately preceding Fiscal Year shall be used until the Lenders and the Company agree, with respect theretothe amounts adjusted in accordance with the increase in the U.S. Consumer Price Index. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(aaccordance with Section 5.1(a) or (b) hereof, a certificate of an Authorized Officer of the Company to the effect that, to the best of his knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof and what action the Company is taking or proposes to take in response thereto. (i) Immediately upon obtaining knowledge thereof, notice, by facsimile, cable or telex, of any event which constitutes a Default or Event of Default, specifying the nature of such Default or Event of Default and any steps the Company is taking to remedy the same, and (bii) promptly, and in any event within five (5) Business Days after the Company obtains knowledge thereof, notice of: (A) any litigation or governmental proceeding pending (x) against the Company (or against a Person whom the Company must indemnify) involving a claim in excess of one hundred thousand Dollars ($100,000), or against the O&M Operator or any Sponsor, or, prior to the later of the date of expiration of the Defects Liability Period and the Project Completion Date, the EPC Contractor or the Owner's Engineer involving a claim in excess of two hundred fifty thousand Dollars ($250,000) or which could constitute a Material Adverse Change or (y) with respect to any Principal Document; (B) any proposal by any Governmental Authority to acquire compulsorily the Company or any of the Collateral; (C) any substantial dispute between (x) the Company, the O&M Operator or any Sponsor, or, prior to the later of the date of expiration of the Defects Liability Period and the Project Completion Date, the EPC Contractor or the Owner's Engineer and (y) any Governmental Authority or other Person relating to the Project; (D) any actual or proposed termination, rescission, discharge (otherwise than by performance) or amendment of, or waiver or indulgence under, any material provision of any Principal Document; (E) any material notice, or correspondence outside the ordinary course, received from or initiated by the Company, the O&M Operator or any Sponsor, or, prior to the later of the date of expiration of the Defects Liability Period and the Project Completion Date, the EPC Contractor or the Owner's Engineer relating to a Governmental Approval, including, without limitation, a Remittance and Repatriation Approval, necessary for the performance by it of its obligations under the Principal Documents; (F) any Lien becoming enforceable over any of the Company's assets; (G) any one or more events, conditions or circumstances that exist or have occurred which would reasonably be expected to constitute a Material Adverse Change or a Force Majeure Event; (H) any pending investigation of the Company, the O&M Operator or any Sponsor, or, prior to the later of the date of expiration of the Defects Liability Period and the Project Completion Date, the EPC Contractor or the Owner's Engineer or any of the principals, directors, officers or direct or indirect shareholders, other than natural persons, of the Company, the O&M Operator or any Sponsor, or, prior to the later of the date of expiration of the Defects Liability Period and the Project Completion Date, the EPC Contractor or the Owner's Engineer; (I) any default by NEA or HMGN under any Principal Document whether or not such default is cured by NEA or HMGN; or (J) any damage or casualty to the Project in excess of five hundred thousand Dollars ($500,000). (f) At least 10 Business Days prior to the first Payment Date specified in this Agreement, a certificate of the chief financial officer or other an Authorized Officer of the Company to the effect that no Default or Event of Default existshas occurred and is continuing, or, if any Default or Event of Default does existhas occurred or is continuing, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether action the Company was is taking in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiariesresponse thereto. (g) Promptly upon Prior to the Project Completion Date, within 30 days of the end of each Quarter, a report, in form and substance satisfactory to the Lenders and the Independent Engineer, on the implementation and progress of the Project, including (i) a comparison between actual expenditures and construction progress with that anticipated in the then-current Annual Budget and the approved schedule, (ii) any senior officer factors materially and adversely affecting or which might reasonably be expected to materially and adversely affect the carrying out of the Project or the implementation of the Financing Plan and any proposed cure plan, and (iii) copies of any Borrower reports received by the Company from any outside technical consultant identifying any matter that is of material adverse significance to the operation of the Project. (h) Contemporaneously with delivery to the Company's shareholders, a copy of each notice of a shareholders' meeting, together with the meeting agenda. Promptly, and in any event within five (5) Business Days after each shareholders' meeting, the Company shall deliver to each of the Lenders a true, complete and correct copy of the minutes of such meeting. (i) Promptly, and in any event within five (5) Business Days after receipt by the Company thereof, copies of all notices, reports, or other information given to or by the Company pursuant to Sections 3.16, 3.3.11, 3.32.2, 3.32.14, and 3.33 of the EPC Contract. (j) Promptly, and in any event within five (5) Business Days after receipt by the Company thereof, the Company shall cause the EPC Contractor to deliver to each of the Lenders and the Independent Engineer (in addition to delivery to the Company), copies of all notices, reports, or other information given by the EPC Contractor pursuant to Sections 3.3.10, 3.9, 3.19, 5.2, 5.2.3, 6.2.2, 10, and 11.12 of the EPC Contract. (k) Immediately upon obtaining knowledge (w) thereof, the Company shall deliver to each of the Lenders a notice, signed by an Authorized Officer of the Company, with a copy to the Independent Engineer, of any event, condition or circumstances which could reasonably be expected to lead to a violation of Environmental Laws. (l) Promptly, and in any event which constitutes within five (5) Business Days after receipt by the Company thereof, the Company shall deliver to each of the Lenders and the Independent Engineer a Default or Event copy of Defaultany complaint (other than an inconsequential complaint), order, directive, claim, citation, or becoming aware that notice by any Bank has given Governmental Authority or any written notice or taken any other action Person with respect to a claimed Default to: (A) solid or Event of Default under this Agreementliquid waste disposal, (xB) that any Person has given any written notice to any Borrower the use, generation, storage, transportation, or taken any other action with respect to a claimed default disposal of toxic or event Hazardous Materials, (C) rare or condition of the type referred to in Section 8.04endangered species, or (yD) other environmental, health or safety matters, including Environmental Laws. (m) The Company will cause each of Panda Energy International, Inc. and Harza Engineering Company International L.P. to deliver to each of the Lenders the financial statements specified in Sections 4.1(d) and (e) of a material adverse change in the businessShare Retention and Project Funds Agreement. (n) From time to time, operations, properties, assets, nature of assets, condition such other information or documents (financial or otherwise) or prospects as either of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoLenders may reasonably request.

Information Covenants. The Company Borrower will furnish or cause to be furnished to each Bank: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the CompanyBorrower, the consolidating and consolidated balance sheets of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidating and consolidated statements of income, of stockholders' equity and of cash flows for such fiscal year, setting forth comparative consolidating and consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms)standing, which report shall not be qualified as to the scope of audit or as to the status of the Company Borrower and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidating and consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company Borrower and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999year, the corresponding periods of the current fiscal year's budget, budget and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter month then ended and the year to date. (c) Together with each delivery of financial statements of the Company Borrower and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company Borrower there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company Borrower has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer, controller, chief accounting officer or other Authorized Officer of the Company Borrower to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company Borrower was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company Borrower by its independent accountants in connection with any annual audit made by them of the books of the Company Borrower or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company Borrower or any Subsidiary of the Company Borrower to its security holders in their capacity as such (other than to the Company Borrower or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company Borrower or any of its Subsidiaries with any securities exchange or with the SEC (including reports filed on Forms 10-Q and 10-K) and of all press releases and other statements made available generally by the Company Borrower or any Subsidiary of the Company Borrower to the public concerning material developments in the business of the Company Borrower and its Subsidiaries. (g) Promptly upon any senior officer of any the Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company Borrower and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company Borrower has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company will furnish or cause to be furnished to each Bank: (a) As soon as available Borrower shall maintain, on a fiscal year basis in accordance with consistently applied generally accepted accounting practices customarily used in the real estate industry, complete and accurate books, accounts and records reflecting all of the financial affairs of Borrower and all of the earnings and expenses in connection with the operation of the Trust Estate or in connection with any event services, equipment or furnishings provided in connection with the operation of the Trust Estate. (b) Without expense to Lender, Borrower shall deliver to Lender annually, within 90 ninety (90) days after the close of each of Borrower's fiscal year of the Companyyears: (i) an operating statement (including, without limitation, the consolidated balance sheets amount of rent escalations under the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity and of cash flows Qualifying Space Leases for such fiscal year) and annual budget certified by a general partner, setting forth comparative consolidated figures the chief financial officer of the REIT or such other principal of the REIT familiar with the Trust Estate and acceptable to Lender showing in reasonable detail the income and expenses of the operations of the Trust Estate; (ii) a statement of profit and loss for the immediately preceding fiscal year and of Borrower; (iii) a report on such consolidated balance sheets and complete copy of Borrower's financial statements containing a balance sheet together with the related statement of surplus and income statement for the immediately preceding fiscal year (A) certified to Lender by a general partner or other principal of Borrower acceptable to Lender and (B) reviewed by a firm of independent certified public accountants of recognized national standing satisfactory to Lender; (which shall be one iv) a complete copy of the "Big Five" accounting firms), which report shall not be qualified as REIT's financial statements containing a balance sheet together with the related statement of surplus and income statement for the immediately preceding fiscal year certified to Lender by (A) the scope of audit or as to the status chief financial officer of the Company REIT and its Subsidiaries as (B) a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position firm of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards.satisfactory to Lender; and (bv) As soon as practicable a rent roll current to within thirty (30) days, showing the tenants in occupancy, their square footage, their fixed and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budgetbasic rents, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year their tax and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateoperating escalations. (c) Together with each Borrower's annual financial statements shall be accompanied by a certificate of Borrower, dated as of the delivery of financial such statements of the Company and its Subsidiaries pursuant to subsection (a) aboveLender, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review Borrower, to the best of the terms its knowledge, knows of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or no Event of Default that would not be disclosed in the course of their audit examinationis continuing, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of or, if any such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attentionis continuing, specifying the nature and period of existence thereof and what action the Company Borrower has taken, is taking and propose taken or proposes to take with respect thereto, and, except as otherwise specified, stating that Borrower has fulfilled all its obligations under this Agreement and the other Loan Documents that are required to be fulfilled on or prior to the date of such certificate. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(aBorrower shall deliver or cause to be delivered to Lender, no later than ninety (90) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company(i) Borrower's first three fiscal quarters quarters, a balance sheet as of the last day of such quarter and a statement of profit and loss for such quarter, in each fiscal year and within 90 days after the end of the Company's fiscal year) case reviewed by a Compliance Certificate in a form reasonably firm of independent certified public accountants acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may beLender, and (zii) the REIT's first three fiscal quarters, a comparison balance sheet as of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presentedlast day of such quarter and a statement of profit and loss for such quarter. (e) Promptly Lender or its designee will be permitted (but shall in no event be required) upon receipt thereofnot less than ten (10) days' prior notice to Borrower (but in no event more often than once each calendar quarter unless an Event of Default shall have occurred, a copy, if any, in which event the foregoing limitation shall not apply) to examine such books and records and all supporting vouchers and data at the office of each annual "management letter" submitted Borrower with respect to the Company Trust Estate and make such copies or extracts thereof at Borrower's expense as Lender or its designee shall reasonably desire. All information obtained by Lender in its independent accountants in connection with review or examination of Borrower's books and records pursuant to this Section 5.4 shall be confidential and solely for the benefit of Lender and any annual audit made by them of the books of the Company or any of its SubsidiariesLoan Participant. (f) Promptly Borrower shall furnish to Lender (i) within thirty (30) days after request therefor such further detailed information covering the operation of the Trust Estate and the financial affairs of Borrower, its partners and the REIT as may be reasonably requested by Lender, and (ii) promptly upon their becoming available, copies of all consolidating any registration statements and consolidated financial statementsany amendments and supplements thereto, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectusesreports, if any, filed by the Company or any of its Subsidiaries REIT with any securities exchange or with the SEC Securities and of all press releases and other statements made available generally by the Company Exchange Commission or any Subsidiary governmental authority succeeding to any or all of the Company to the public concerning material developments in the business functions of the Company and its Subsidiariessaid Commission. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company will furnish or cause to be furnished to each BankLender: (a) As as soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods in each Fiscal Year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and the related consolidated statements of income, changes in stockholders' equity and cash flows of the Company for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Company as presenting fairly, in accordance with GAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Required Lenders) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments; (b) as soon as available and in any event within 90 days after the close end of each fiscal year Fiscal Year of the Company, the consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of operations, changes in stockholders' equity and of cash flows of the Company for such fiscal yearFiscal Year, setting forth in comparative form the consolidated figures for the preceding previous fiscal year year, all in reasonable detail and accompanied by a report on such consolidated balance sheets and financial statements by thereon of Deloitte & Touche or other independent certified public accountants of recognized national standing (which shall be one of selected by the "Big Five" accounting firms)Company, which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of each of the Company and its Subsidiaries as at the dates indicated and the consolidated results of their its operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for as otherwise specified in such changes with which report; provided any exceptions or qualifications thereto must be acceptable to the independent certified public accountants concurRequired Lenders) and that the examination audit by such accountants was conducted in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.; (bc) As soon as practicable and in within five Business Days after any senior officer of any Borrower becomes aware of the occurrence of any Default and/or any event (x) within 30 days after the end or condition constituting, or which in such Borrower’s reasonable judgment is reasonably likely to have a Material Adverse Effect, a certificate of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end an Authorized Officer of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after Borrowers setting forth the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended details thereof and the year to date. (c) Together with each delivery of financial statements of action which the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition Borrowers are taking or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto.; (d) At promptly upon the mailing thereof to the security holders of the Borrowers generally, copies of all financial statements, reports and proxy statements so mailed; (e) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Company shall have filed with the Securities and Exchange Commission or any national securities exchange; (f) promptly after any Borrower knows of the commencement thereof, notice, of any litigation, dispute or proceeding involving a claim against any of the Borrowers and/or any Subsidiary which claim could reasonably be expected to have a Material Adverse Effect; (g) at the request of any Lender, promptly after the filing thereof, a copy of the annual statements for each calendar year and quarterly statements for each calendar quarter (if any) as filed with any Applicable Insurance Regulatory Authority of any jurisdiction in which any Regulated Insurance Company is qualified to do business; (h) at the time of the delivery of the financial statements provided for in Sections 6.01(a7.01(a) and (b), (y) a compliance certificate of from the chief financial officer or other Authorized Officer treasurer of the Company in the form of Exhibit K (I) certifying on behalf of the Company that, to the effect that best of such officer’s knowledge after due inquiry, no Default or Event of Default exists, has occurred and is continuing or, if any Default or Event of Default does existhas occurred and is continuing, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal yearII) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth in reasonable detail the calculations required to establish whether the Company was and its Subsidiaries were in compliance with the covenants in this Agreement provisions of Sections 8.10 and 8.11; and (including without limitation i) from time to time such additional information regarding the covenants set forth in Sections 7.05 financial position or business of the Borrowers and 7.10 through 7.13 inclusive) their Subsidiaries as the Administrative Agent, at the end request of such fiscal period or yearany Lender, as the case may be, reasonably request. Reports and (z) a comparison of the current year to date financial results against the plan/budget statements required to be submitted delivered by the Company pursuant to subsection paragraphs (ka), (b) shall be presented. and (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted this Section 7.01 shall be deemed to have been delivered on the date on which the Company by its independent accountants in connection with any annual audit made by them of the books of the Company posts such reports, or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated reports containing such financial statements, on its website on the Internet at wxx.xxxxxxxxx.xxx or when such reports, notices and proxy or reports containing such financial statements sent or made available generally by are posted on the SEC’s website at wxx.xxx.xxx; provided that the Company shall deliver paper copies of the reports and financial statements referred to in paragraphs (a), (b) and (e) of this Section 7.01 to the Administrative Agent or any Subsidiary of the Company Lender who requests it to its security holders in their capacity as deliver such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any paper copies until written notice to any Borrower cease delivering paper copies is given by the Administrative Agent or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoLender.

Information Covenants. The Company U.S. Borrower will furnish or cause to be furnished to the Agents and each BankLender: (a) As soon as available available, and in any event within 90 60 days after the end of each of the first three quarterly accounting periods in each fiscal year (i) the Form 10-Q of the U.S. Borrower and (ii) the consolidated balance sheet of the U.S. Borrower and the Subsidiaries as at the end of such fiscal quarter and the related consolidated unaudited statements of income, retained earnings and cash flows for such fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter, and setting forth, in each case, comparative consolidated figures for the related periods and date in the prior fiscal year, all of which shall be certified by the chief financial officer, chief executive officer or controller of the U.S. Borrower subject to changes resulting from normal year-end audit adjustments; provided, however, if the Form 10-Q of the U.S. Borrower contains the consolidated balance sheet and consolidated statements of income, retained earnings and cash flows, the U.S. Borrower shall not be required to comply with clause (ii). (b) As soon as available, and in any event within 120 days after the close of each fiscal year year, the Annual Report of the CompanyU.S. Borrower for such fiscal year containing therein, the consolidated balance sheets sheet of the Company U.S. Borrower and its the Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity retained earnings and of cash flows for such fiscal year, setting forth forth, in each case, comparative consolidated figures as of the end of and for the preceding fiscal year and a report on such consolidated balance sheets and financial statements certified by Arthxx Xxxexxxx XXX or other independent certified public accountants of recognized national standing (which reasonably acceptable to the Agents and the Majority Lenders, whose certification shall be one without Impermissible Qualification, together with a certificate of such accounting firm stating that in the course of its regular audit of the "Big Five" accounting firms)business of the U.S. Borrower, which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted United States auditing standards, such accounting firm has obtained no knowledge of any Default or Event of Default which has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, all of the foregoing to be in form and substance reasonably satisfactory to the Majority Lenders. (bc) As soon as practicable available, and in any event (x) within 30 60 days after the end of each of the quarterly accounting periods in each month ending after the Closing Datefiscal year, (i) the consolidated balance sheet of the Company Canadian Borrower and its Subsidiaries as at the end of such period fiscal quarter and (ii) the related statements consolidated unaudited statement of income income, retained earnings and cash flows for such fiscal quarter and for the elapsed portion of the Company fiscal year ended with the last day of such fiscal quarter, and its Subsidiariessetting forth, in each case for such fiscal month and case, comparative consolidated figures for the related date and period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999year, all of which shall be certified by the corresponding periods chief financial officer, chief executive officer or controller of the current fiscal year's budgetCanadian Borrower. (d) Promptly upon the mailing thereof to the shareholders of the U.S. Borrower generally, copies of all financial statements, reports and proxy statements so mailed. (ye) within 45 Promptly upon the filing thereof (or in the case of reports on Form 8-K made in connection with business acquisitions or the disposition of assets, not later than ten days after the end of each calendar month), copies of all effective registration statements (other than registration statements on Form S-8 and periodic amendments to shelf registration statements) and annual, quarterly or current reports which the Company's first three fiscal quarters in each fiscal year U.S. Borrower shall have filed with the Securities and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateExchange Commission. (cf) Together with each delivery Promptly, and in any event within five Business Days after any Responsible Officer of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon any Obligor obtains knowledge of (i) stating that their audit examination has included any material violation of, noncompliance with, or remedial obligations under, Requirements of Environmental Laws which would reasonably be expected to have a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, Material Adverse Effect, (ii) stating whether, in connection with their audit examination, any condition material Release or event which constitutes a Default threatened material Release of Hazardous Materials that materially and adversely affects or Event of Default has come is reasonably expected so to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and affect any (iii) stating that based on their audit examination nothing has come to their attention any event or condition which causes them to believe that as of the end of such fiscal year of the Company there existed constitutes a Default or an Event of Default related to the breach Default, a notice of any covenant set forth in Section 6 such event or 7 as they relate to accounting matters and if such a condition or event has come to their attentioncondition, specifying the nature and period of existence thereof and specifying the notice given or action taken by such Person and the nature of any such claimed default, event or condition and, in the case of an Event of Default or Default, what action the Company has been taken, is taking and propose being taken or is proposed to take be taken with respect thereto. (dg) At the time of the delivery of the financial statements provided for in Sections 6.01(a7.01(a) and (b), (yi) a certificate of the chief financial officer or other Authorized Officer the controller of the Company U.S. Borrower in the form of Exhibit 7.01(g) (the "Compliance Certificate") to the effect that no Default or Event of Default exists, exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been the action that is being taken or will that is proposed to be taken in with respect thereofthereto, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting shall also set forth the calculations required to establish whether the Company was U.S. Borrower and the Subsidiaries were in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) provisions of Article VIII as at the end of such fiscal period quarter or fiscal year, as the case may be and (ii) a listing of the Material Domestic Subsidiaries and the Material Foreign Subsidiaries at the end of such fiscal quarter or fiscal year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (eh) Promptly upon receipt thereofAt the time of the delivery of the financial statements provided for in Section 7.01(c), a copycertificate of the chief financial officer or controller of the Canadian Borrower to the effect that no Default or Event of Default exists with respect to the Canadian Borrower or, if anyany such Default or Event of Default does exist, specifying the nature and extent there of each annual "management letter" submitted and the action that is being taken or that is proposed to the Company by its independent accountants in connection be taken with any annual audit made by them of the books of the Company or any of its Subsidiariesrespect thereto. (fi) Promptly upon their becoming availablePromptly, copies and in any event within five Business Days after any Responsible Officer of all consolidating and consolidated financial statementsany Obligor obtains knowledge thereof, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries.notice (g) Promptly upon any senior officer of any Borrower obtaining knowledge (wi) of any condition or event which constitutes which, in the opinion of management of such Obligor, would reasonably be expected to have a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, Material Adverse Effect, (xii) that any Person has given any written notice to the U.S. Borrower or any Borrower Subsidiary or taken any other action with respect to a claimed default or event under any instrument or condition agreement involving in excess of $5,000,000 and to which any of them is a party, (iii) of the type referred institution of any litigation involving stated claims against the U.S. Borrower or any Subsidiary equal to or greater than $5,000,000 (net of any insurance that the U.S. Borrower reasonably and in Section 8.04good faith believes effectively covers such claim) with respect to any single cause of action or of any adverse determination 79 in any court proceeding in any litigation involving a potential liability to the U.S. Borrower or any Subsidiary equal to or greater than $5,000,000 (net of any insurance that the U.S. Borrower reasonably and in good faith believes effectively covers such liability) with respect to any single cause of action which makes the likelihood of an adverse determination in such litigation against the U.S. Borrower or such Subsidiary substantially more probable, or (iv) of the occurrence of any Change in Control or any Change of Control Event. (j) Promptly, and in any event within 30 days after any Responsible Officer of any Obligor obtains knowledge thereof, notice: (i) of the occurrence or expected occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, any Lien in favor of the PBGC or a Plan, or any withdrawal from, or the termination, reorganization or insolvency (ywithin the meaning of such terms as used in ERISA) of any Multiemployer Plan, or (ii) of the institution of proceedings or the taking of any other action by the PBGC or the U.S. Borrower or any ERISA Affiliate or any Multiemployer Plan with respect to the withdrawal from, or the terminating, reorganization or insolvency (within the meaning of such terms as used in ERISA) of, any Plan, except that no notice shall be required with respect to the merger of a material adverse change in defined contribution plan of one ERISA Affiliate into a defined contribution plan of another ERISA Affiliate. (k) Not less than 15 days prior to the businessend of each fiscal year, operationsan annual business plan and budget for each of the U.S. Borrower and the Subsidiaries, propertiesand the Canadian Borrower and its Subsidiaries, assetsfor the next succeeding fiscal year containing, nature of assetsinter alia, condition pro forma financial statements for the next fiscal year. (l) From time to time and with reasonable promptness, such other information or documents (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoto the U.S. Borrower or any Subsidiary as either Agent or any Lender through the applicable Agent may reasonably request.

Information Covenants. The Company Parent and Corp. will furnish or cause to be furnished to each BankLender: (a) As as soon as available and in any event within 90 60 days after the close end of each fiscal year of the Companyfirst three quarterly fiscal periods in each Fiscal Year of Parent and Corp., the consolidated balance sheets of the Company each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such period and the related consolidated statements of income, changes in stockholders' equity and cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by an Authorized Officer of each of Parent and Corp. as presenting fairly, in accordance with GAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Required Lenders) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments; (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of Parent and Corp., consolidated balance sheets of each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such year and the related consolidated statements of income, of operations, changes in stockholders' equity and of cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such fiscal yearFiscal Year, setting forth in each case in comparative form the consolidated figures for the preceding previous fiscal year year, all in reasonable detail and accompanied by a report on such consolidated balance sheets and financial statements by thereon of Price Waterhouse Coopers LLP or other independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms)selected by Parent, which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for as otherwise specified in such changes with which report; provided any exceptions or qualifications thereto must be acceptable to the independent certified public accountants concurRequired Lenders) and that the examination audit by such accountants was conducted in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.; (b) As soon as practicable and in any event (xc) within 30 days five Business Days after the end any Borrower becomes aware of the each month ending after the Closing Dateoccurrence of any Default, (i) the consolidated balance sheet a certificate of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end an Authorized Officer of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after Borrowers setting forth the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended details thereof and the year to date. (c) Together with each delivery of financial statements of action which the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition Borrowers are taking or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto.; (d) At promptly upon the time mailing thereof to the security holders of the delivery Borrowers generally, copies of all financial statements, reports and proxy statements so mailed; (e) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Borrowers shall have filed with the Securities and Exchange Commission or any national securities exchange; (f) if and when Parent, Corp. or any member of the Controlled Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice; (g) promptly after any Borrower knows of the commencement thereof, notice, of any litigation, dispute or proceeding involving a claim against any of the Borrowers and/or any Subsidiary for $10,000,000 or more in excess of amounts covered in full by applicable insurance; (h) from time to time such additional information regarding the financial position or business of the Borrowers and their Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request; (i) at the request of any Lender, promptly after the filing thereof, a copy of the annual statements for each calendar year and quarterly statements for each calendar quarter as filed with the New York Insurance Department or other then comparable agency of other jurisdictions and the financial statements provided of Corp. for each calendar year or quarter prepared in Sections 6.01(a) and accordance with Statutory Accounting Principles accompanied by a report thereon of the independent public accountants of Parent referred to in paragraph (b)) above; and (j) at the request of any Lender, (y) at any time when a certificate DB Loan is outstanding, quarterly and annual summary financial statements of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days applicable Designated Borrower as promptly as possible after the end of each of the Company's first three fiscal quarters in each quarter and fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presentedDesignated Borrower. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company Borrower will furnish or cause to be furnished to each Bank:: --------------------- (a) Annual Financial Statements. As soon as available and in any event --------------------------- within 90 105 days after the close of each fiscal year of the CompanyBorrower, the consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity income and of cash flows for such fiscal year, together with a summary of sales and profits by operating units prepared consistently with past practices and procedures and in form reasonably satisfactory to the Administrative Agent for such fiscal year, setting forth for such fiscal year, in -43- comparative form, (x) for each of such consolidated financial statements and such summary the corresponding figures for the preceding fiscal year year, and a report on (y) for such consolidated balance sheets and financial statements the corresponding figures for such fiscal year as set forth in the respective budget delivered pursuant to Section 7.01(c); all of which shall be (I) in the case of such consolidated financial statements and such summary, certified by the Chief Financial Officer of the Borrower to the effect that such statements and summary fairly present in all material respects the financial condition of the Borrower and its Subsidiaries, or such operating units, as the case may be, as of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated, and (II) in the case of such consolidated financial statements, audited by Ernst & Young (or other independent certified public accountants of recognized national standing (which shall be one of acceptable to the "Big Five" accounting firms), which report Required Banks) whose opinion shall not be qualified as to the scope of audit or as to the status of the Company and Borrower together with its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position concern, together with a certificate of the Company accounting firm referred to above stating that in the course of its regular audit of the business of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with Subsidiaries, which the independent certified public accountants concur) and the examination by such accountants audit was conducted in accordance with generally accepted auditing standards. , such accounting firm has obtained no knowledge of any Default or Event of Default (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement insofar as they relate to accounting matters but without having conducted any special auditing procedures or financial matters) which has occurred and is continuing or, if in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes the opinion of such accounting firm such a Default or Event of Default has come occurred and is continuing, a statement as to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company Borrower will furnish or cause to be furnished to each BankLender: (a) As soon as available and in any event within 90 120 days after the close of each fiscal year of the CompanyBorrower, the consolidated balance sheets sheet of the Company and its Subsidiaries Borrower as at the end of such fiscal year and the related consolidated statements of incomeoperations, of stockholders' shareholder's equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements by Xxxxxx Xxxxxxxx or other independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms), reasonably acceptable to Lender; which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries Borrower as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries Borrower as at the dates indicated and the results of their its operations and their its cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) ), and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days available after the end close of each monthly accounting period in each fiscal year of Borrower, the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries Borrower as at the end of such monthly period and (ii) the related statements of income operations, of shareholders' equity and of cash flows for such monthly period and for the elapsed portion of the fiscal year ended with the last day of such monthly period, each such statement to be certified by an appropriate officer of Borrower, which certificate shall state that such statements present fairly the balance sheet and related income, equity interests and cash flows of Borrower as of the Company dates and its Subsidiariesfor the periods indicated, in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified accountants concur) and in each case for such fiscal month and setting forth comparative figures for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the subject to normal year-end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateaudit adjustments. (c) Together with each delivery of financial statements of the Company and its Subsidiaries Borrower pursuant to subsection (a) aboveSection 5.01(a), a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 65, 7, 8 6 and 9 7 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 5 or 6 or 7 as they relate to accounting matters matters, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company Borrower has taken, is taking and propose proposes to take with respect thereto. (d) As soon as available, and in any event on the commencement of each fiscal year, a budget of Borrower in reasonable detail for each month of such fiscal year, as customarily prepared by management for its internal use, setting forth, with appropriate discussion, the principal assumptions upon which such budgets are based. Together with each delivery of financial statements pursuant to Sections 5.01 (a) and (b), a comparison of the current year to date financial results against the budgets required to be submitted pursuant to this Section 5.01(d) shall be presented (e) At the time of the delivery of the financial statements provided for in Sections 6.01(a5.01 (a) and (b), (y) a certificate of the chief financial an appropriate officer or other Authorized Officer of the Company each of Borrower to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented.; (ef) Promptly upon receipt thereof, a copy, if any, copy of each annual "management letter" submitted to the Company Borrower by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its SubsidiariesBorrower. (fg) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company Borrower to its security holders in their capacity as such (other than to the Company or another Subsidiary) securityholders of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries Borrower with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company Borrower to the public concerning material developments in the business of the Company and its SubsidiariesBorrower. (gh) Promptly upon any senior officer of any Borrower obtaining knowledge Prompt written notice (wx) of any condition or event which constitutes a Default or Event of Default, or becoming aware (y) that any Bank holder of any note or other evidence of Indebtedness of Borrower has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.047.04, or (yz) of a material adverse change Material Adverse Effect. (i) Prompt written notice of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting Borrower or any property of any of Borrower not previously disclosed to Lender, which action, suit, proceeding, governmental investigation or arbitration which seeks (or in the businesscase of multiple actions, operationssuits, propertiesproceedings, assets, nature of assets, condition (financial governmental investigations or otherwise) or prospects arbitrations arising out of the Company same general allegations or circumstances which seek) recovery from Borrower aggregating $100,000 or more. In addition to the requirements set forth in the previous sentence, Borrower upon request shall promptly give notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered to Lender pursuant to this Section 5.01(i) and provide such other information as may be reasonably available to it (exclusive of privileged documents) to enable Lender and its Subsidiariescounsel to evaluate such matters. (j) On or before the fifteenth (15th) day of each calendar month, taken a Coverage Ratio Certificate, as of the last day of the previous month, and on or before the last day of each calendar month, a wholeCoverage Ratio Certificate as of the fifteenth (15th) day of such calendar month, in each case, which certifies that the Coverage Ratio of Borrower, after giving effect to all amounts outstanding in respect of the Term Loan and the DFS Assigned Claim, is not less than 2.00 to 1.00. (k) Prompt written notice of any condition, event, action or occurrence which has impacted, or with the mere passage of time will impact, the value of the Eligible Collateral by an amount greater than ten percent (10%). (l) On or before the fifteenth (15th) day of each calendar month, a report containing a summary aged accounts receivable balance showing all Eligible Accounts of Borrower as of the last day of the immediately preceding month and on or before the last day of each calendar month, a report containing a summary aged accounts receivable balance showing all Eligible Accounts of Borrower, as of the fifteenth (15th) day of such calendar month, in each case in the following categories: 0-30 days; 31- 60 days; 61-90 days; 91-120 days; and 121 days and over. (m) On the fifteenth (15th) day and last day of each calendar month, an Officers' Certificate specifying the nature and period inventory ledger of existence of any Borrower, including all Inventory held by Borrower. (n) On demand, such condition or eventother information, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Defaultincluding without limitation, Event of DefaultCoverage Ratio Certificates, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretothat Lender shall reasonably request.

Information Covenants. The Company will furnish or cause to be furnished to the Holder, in each Bankcase, on a confidential basis: (ai) As soon as available and in any event within 90 days after the close end of each full fiscal year of the CompanyCompany commencing with the fiscal year beginning January 1, 1997, (A) the consolidated balance sheets sheet of the Company and its Subsidiaries Bagel Group as at the end of such fiscal year and the related consolidated statements of income, of stockholdersshareholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year and year, (B) a report on such consolidated balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms)standing, which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries Bagel Group as a going concern and shall state that such consolidated financial statements present fairly fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries Bagel Group as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and that the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period standards and (iiC) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public from such accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or an Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination. (ii) As soon as available and in any event within 45 days after the end of (A) the calendar quarter beginning on October 1, 1997 and (iiiB) stating that based each calendar quarter thereafter (other than the last fiscal quarter of any fiscal year), the consolidated balance sheet of the Bagel Group as at the end of such period and the related consolidated statements of income and cash flows of the Bagel Group in conformity with GAAP applied on their audit examination nothing has come a basis consistent with prior years, subject to their attention which causes them year-end adjustment, in each case, for such fiscal quarter and for the period from the beginning of the then current fiscal year to believe that as of the end of such fiscal year quarter, setting forth in comparative form the same information for the corresponding periods of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretoprior fiscal year. (diii) At the time of the delivery of the financial statements provided for in Sections 6.01(aparagraphs (i) and (b)ii) above, (y) a certificate of the chief executive officer, chief financial officer, controller or chief accounting officer or other Authorized Officer of the Company to the effect that such financial statements are true and complete in all material respects and that no Default or Event of Default (as defined in Section 4.1) or event which, with the giving of notice or lapse of time or both would constitute an Event of Default (a "Default") exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate compliance certificate in a form reasonably acceptable to the Administrative Agent Holder setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth contained in Sections 7.05 3.3 and 7.10 through 7.13 inclusive) 3.4 of this Note as at the end of such fiscal period quarter or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company will Each Borrower shall furnish or cause to be furnished to each Bankthe Administrative Agent: (a) As soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters in each Fiscal Year of WIL-Ireland, the Quarterly Report on Form 10-Q, or its equivalent, of WIL-Ireland for such Fiscal Quarter; provided that the Borrowers shall be deemed to have furnished said Quarterly Report on Form 10-Q for purposes of this Section 7.01(a) on the date the same shall have been made available on “XXXXX” (or any successor thereto) or on its home page on the worldwide web (which page is, as of the date of this Agreement, located at xxx.xxxxxxxxxxx.xxx). Such Quarterly Report shall include, and to the extent it does not include shall be supplemented by, a consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Principal Financial Officers as presenting fairly in all material respects the financial condition and results of operations of WIL-Ireland and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. (b) As soon as available, and in any event within 90 days after the close of each fiscal year Fiscal Year of the CompanyWIL-Ireland, the consolidated balance sheets of the Company and Annual Report on Form 10-K, or its Subsidiaries as at the end of such fiscal year and the related consolidated statements of incomeequivalent, of stockholders' equity and of cash flows WIL-Ireland for such fiscal yearFiscal Year, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements certified by KPMG LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and the Required Lenders; provided that (i) the Borrowers shall be deemed to have furnished said Annual Report on Form 10-K for purposes of this Section 7.01(b) on the date the same shall have been made available on “XXXXX” (or any successor thereto) or on its home page on the worldwide web (which page is, as of the date of this Agreement, located at xxx.xxxxxxxxxxx.xxx) and (ii) if said Annual Report on Form 10-K contains the report of such independent public accountants, no Borrower shall be one required to deliver such report. Such Annual Report shall include, and to the extent it does not include shall be supplemented by, WIL-Ireland’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the "Big Five" accounting firms)end of and for such year, which report shall not be qualified as setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by KPMG LLP or other independent public accountants of recognized national standing to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state effect that such consolidated financial statements present fairly in all material respects the consolidated financial position condition and results of the Company operations of WIL-Ireland and its consolidated Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a consolidated basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to dateGAAP consistently applied. (c) Together with each delivery of financial statements Promptly after the same become publicly available (whether on “XXXXX” (or any successor thereto) or WIL-Ireland’s homepage on the worldwide web or otherwise), notice to the Administrative Agent of the Company filing of all periodic reports on Form 10-K or Form 10-Q, and all amendments to such reports and all definitive proxy statements filed by any Obligor or any of its Subsidiaries pursuant with the SEC, or any Governmental Authority succeeding to subsection any or all of the functions of the SEC, or with any national securities exchange, or distributed by WIL-Ireland to its shareholders generally, as the case may be (aand in furtherance of the foregoing, WIL-Ireland will give to the Administrative Agent prompt written notice of any change at any time or from time to time of the location of WIL-Ireland’s home page on the worldwide web). (d) abovePromptly, a written statement by the independent public accountants giving the report thereon and in any event within five Business Days after: (i) stating that their audit examination has included a review the occurrence of any of the terms following with respect to any Borrower or any of Sections 6its Restricted Subsidiaries: (A) the pendency or commencement of any litigation, 7arbitration or governmental proceeding (other than the Cases) against such Obligor or Restricted Subsidiary that would reasonably be expected to have a Material Adverse Effect, 8 (B) the institution of any proceeding against any Borrower or any of its Restricted Subsidiaries with respect to, or the receipt of notice by such Person of potential liability or responsibility for violation or alleged violation of, any law, rule or regulation (including any Environmental Law) that would reasonably be expected to have a Material Adverse Effect, (C) any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and 9 (D) any notice convening or requesting the convening of this Agreement a meeting as they relate to accounting matters but without having conducted any special auditing procedures described in connection therewith, Section 9.01(v)(viii); or (ii) stating whether, in connection with their audit examination, any Responsible Officer of such Borrower obtains knowledge of the occurrence of any event or condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach Default; a notice of any covenant set forth in Section 6 such event, condition, occurrence or 7 as they relate to accounting matters and if such a condition or event has come to their attentiondevelopment, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretothereof. (de) At the time of Within five Business Days after the delivery of the financial statements provided for in Sections 6.01(a7.01(a) and (b7.01(b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable with respect to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date covered by such financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiariesstatements. (f) Promptly upon their becoming availablePromptly, copies and in any event within 20 days after any Responsible Officer of all consolidating and consolidated financial statementssuch Borrower obtains knowledge thereof, reportsnotice of: (i) the occurrence or expected occurrence of (A) any ERISA Event with respect to any Plan, notices and proxy statements sent (B) a failure to make any required contribution to a Plan before the due date (including extensions) thereof or made available generally (C) any Lien in favor of the PBGC or a Plan, in each case that would reasonably be expected to have a Material Adverse Effect; and (ii) the institution of proceedings or the taking of any other action by the Company PBGC or WIL-Ireland or any Subsidiary of the Company to its security holders in their capacity as such (other than ERISA Affiliate or any Multiemployer Plan with respect to the Company withdrawal from, or another Subsidiarythe termination, insolvency, endangered, critical or critical and declining status (within the meaning of such terms as used in ERISA) of all regular of, any Plan, which withdrawal, termination, insolvency, endangered, critical or critical and periodic reports and all registration statements and prospectusesdeclining status would reasonably be expected to have a Material Adverse Effect, if any, filed by the Company or any of its Subsidiaries except that no notice shall be required with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company respect to the public concerning material developments in the business merger of the Company and its Subsidiariesa defined contribution plan of one ERISA Affiliate into a defined contribution plan of another ERISA Affiliate. (g) Promptly upon any senior officer of any Borrower obtaining knowledge [Reserved] (wh) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action [Reserved] (i) From time to time and with respect to a claimed Default or Event of Default under this Agreementreasonable promptness, (x) that any Person has given any written notice to any Borrower such other information or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition documents (financial or otherwise) with respect to any Obligor or prospects any of its Restricted Subsidiaries as the Company Administrative Agent or any Lender through the Administrative Agent may reasonably request, including any books and records with respect to any Collateral, and (y) information and 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 PATRIOT Act and the Beneficial Ownership Regulation (to the extent applicable); provided that any non-public information obtained by any Person pursuant to such request shall be treated as confidential information in accordance with Section 11.06. Notwithstanding the foregoing, no Obligor or any of its SubsidiariesRestricted Subsidiaries shall be required to deliver any information or documents if the disclosure thereof to the Administrative Agent or any Lender would violate a binding confidentiality agreement with a Person that is not an Affiliate of WIL-Ireland or any Subsidiary. (i) On or before the last Business Day at the end of every 4-week period, taken as commencing with the 4-week period ending July 26, 2019, a wholeDIP Budget and (ii) on or before the day falling on a Friday following the end of every 2-week period, commencing with the 2-week period ending July 12, 2019, a variance and reconciliation report, certified by a Responsible Officer and in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, for the prior 2-week period included in the latest DIP Budget delivered pursuant to Section 5.01(u) or this paragraph, (A) showing, for each week, actual total net cash receipts and disbursements, (B) noting therein variances for each line item on a rolling 4-week basis from projected values set forth for such periods in the relevant DIP Budget and (C) providing an Officers' Certificate specifying explanation for all material variances; provided that, for the nature and period avoidance of doubt, the existence of any such condition variance (whether material or event, not) shall not constitute a Default or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, an Event of Default. (k) No later than 5:00 p.m. on the Friday of every week (commencing with the first Friday following the Effective Date) or, event or conditionto the extent such Friday is not a Business Day, or material adverse changethe next Business Day thereafter, a Liquidity certificate in a form reasonably satisfactory to the Administrative Agent, the Lead Arrangers, and what action counsel to the Company has takenRequired Term Lenders and certified by a Responsible Officer, is taking and propose which shall specify the Liquidity amount as of the close of business on the last Business Day of the week ended immediately prior to take with respect theretosuch date.

Information Covenants. The Company Borrower will furnish or cause the following information to be furnished to each Bankthe Bank for itself and on behalf of its Subsidiaries: (ai) Annual Financial Statements. As soon as available and practicable, and, in any event case, within 90 120 days after the close end of each fiscal year of the CompanyBorrower and its Subsidiaries, the a consolidated and consolidating balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated and consolidating statements of income, of stockholders' equity retained earnings and of cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative consolidated form the figures as at the end of and for the preceding previous fiscal year and a report on such consolidated balance sheets and financial statements year, audited by independent certified public accountants of recognized national standing (which shall be one of satisfactory to the "Big Five" accounting firms)Bank, which report whose certificate shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern contain any qualification and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated have been prepared in conformity accordance with GAAP consistently applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and that the examination by of such accountants was conducted in connection with such financial statements has been made in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end standards and, accordingly, included such tests of the each month ending after accounting records and such other auditing procedures as were considered necessary in the Closing Date, (i) circumstances and who shall have authorized the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year Borrower to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for deliver such financial statements covering and certifications thereof to the quarter then ended and the year Bank pursuant to date. (c) this Agreement. Together with each delivery such financial statements, the Borrower shall deliver (A) a certificate of financial statements of the Company and its Subsidiaries pursuant to subsection such accountants (a) above, a written statement by the independent public accountants giving the report thereon (i1) stating that their audit in making the examination has included a review necessary for the certification of the terms such financial statements they have obtained no knowledge of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attentionDefault, and or if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants they shall not be liable by reason of any failure to obtain have obtained knowledge of any such Default or Event of Default, disclosing each such Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attentionits nature, specifying the nature when it occurred and period of existence thereof and what action the Company has taken, whether it is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) continuing and (b), (y2) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions which shall have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth attached the calculations made which are required to establish whether or not the Company was Borrower and its Subsidiaries were, as of the date of such statements, in compliance with the financial covenants contained in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (zB) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than "management letters" issued to the Company Borrower or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiariesaccountants. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company will furnish or cause to be furnished to each Bankthe Administrative Agent: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the Company, the consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity income and retained earnings and of cash flows for such fiscal year, year and setting forth comparative consolidated figures for the preceding fiscal year and a report on certified by Xxxxx & Young LLP or such consolidated balance sheets and financial statements by other independent certified public accountants of recognized national standing (which as shall be one of the "Big Five" accounting firms), which report shall not be qualified as reasonably acceptable to the scope of audit or as Administrative Agent, in each case to the status effect that such statements fairly present in all material respects the financial condition of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows changes in financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for years, together with a certificate of such changes with accounting firm stating that in the course of its regular audit of the business of the Company and its Subsidiaries, which the independent certified public accountants concur) and the examination by such accountants audit was conducted in accordance with generally accepted auditing standards., no Default or Event of Default which has occurred and is continuing has come to their attention or, if such a Default or an Event of Default has come to their attention, a statement as to the nature thereof; provided that any such statement made by such accountants may be limited to the extent required by accounting rules and guidelines; (b) As soon as practicable and in any event (x) within 30 45 days after the end close of the first three quarterly accounting periods in each month ending after fiscal year of the Closing DateCompany, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterly accounting period and (ii) the related consolidated statements of income and retained earnings and of cash flows for such quarterly accounting CHAR1\0000000x0 period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, all of which shall be in reasonable detail and certified by an Authorized Officer of the Company and its Subsidiaries, that they fairly present in each case for such fiscal month and for all material respects the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements condition of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto.footnotes; (dc) At commencing with the fiscal quarter ending October 1, 2017, at the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b6.01(b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company Compliance Certificate to the effect that no Default or Event of Default exists, exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied shall, if delivered in connection with the financial statements in respect of a period ending on the last day of a quarterly basis (i.e., within 45 days after the end of each fiscal quarter or fiscal year of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent , setting forth (i) the calculations required to establish whether the Company was and its Restricted Subsidiaries were in compliance with the covenants in this Agreement (including without limitation the financial covenants set forth in Sections 7.05 7.08 and 7.10 through 7.13 inclusive) 7.09 as at the end of such fiscal period quarter or year, as the case may be, be and (zii) a comparison the calculation (in reasonable detail) of the current Available JV Basket Amount and the Available Amount as at the last day of the respective fiscal quarter or fiscal year to date financial results against of the plan/budget required Company, as the case may be (which delivery may be by electronic communication including fax or email and shall be deemed to be submitted pursuant to subsection an original authentic counterpart thereof for all purposes); (kd) shall be presented.not more than 65 days after the commencement of each fiscal year of the Company, consolidated budgets of the Company and its Restricted Subsidiaries in reasonable detail for each of the four fiscal quarters of such fiscal year, in each case as customarily prepared by management for its internal use setting forth the principal assumptions upon which such budgets are based; (e) Promptly upon receipt thereofpromptly, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants and in connection with any annual audit made by them of the books event within five Business Days after an officer of the Company or any of its Subsidiaries.Restricted Subsidiaries obtains actual knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default, which notice shall specify the nature and period of existence thereof and what action the Company proposes to take with respect thereto, (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrators or Governmental Authorities against or affecting the Company or any of its Restricted Subsidiaries which, if adversely determined, is reasonably likely to have a Material Adverse Effect and (iii) any other event which (x) has had (unless same has ceased to exist in all respects) or (y) is reasonably likely to have, a Material Adverse Effect; (f) Promptly promptly upon their becoming availabletransmission thereof, (i) copies of all consolidating any filings and consolidated financial statementsregistrations with, reportsand reports to, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed SEC by the Company or any of its Subsidiaries with any securities exchange or with the SEC and Restricted Subsidiaries, (ii) copies of all press releases financial information, notices and other statements made available generally by reports as the Company or any Subsidiary of its Restricted Subsidiaries shall send to the holders of any material Indebtedness in their capacity as such holders (to the extent not theretofore delivered to the Lenders pursuant to this Agreement) and (iii) copies of all financial statements, proxy statements, notices and reports as the Company or any of its Restricted Subsidiaries shall send generally to analysts and the holders of their capital stock or public Indebtedness in their capacity as such holders (to the extent not theretofore delivered to the Lenders pursuant to this Agreement); (g) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b), for any period in which the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, unaudited consolidating financial statements reflecting adjustments necessary to eliminate the accounts and results of operations of the Unrestricted Subsidiaries and their Subsidiaries from such financial statements delivered pursuant to Section 6.01(a) or 6.01(b), all in reasonable detail and certified by an Authorized Officer of the Company to as fairly presenting the public concerning material developments in the business financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries.Restricted Subsidiaries in accordance with GAAP, subject only to normal year end audit adjustments and the absence of footnotes; and CHAR1\0000000x0 (gh) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition from time to time, such other information or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition documents (financial or otherwise) with respect to the Company or prospects its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Documents required to be delivered pursuant to Section 6.01(a), 6.01(b) or 6.01(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or are available on the website of the SEC at xxxx://xxx.xxx.xxx; provided, that the Company shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the officer’s certificates required by Section 6.01(c) to the Administrative Agent. Except for such officer’s certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or BofA Securities will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to either of the Company or its SubsidiariesAffiliates, taken as a whole, an Officers' Certificate specifying or the nature and period of existence respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such condition Person’s securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or eventequity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, or specifying at a minimum, shall mean that the notice given or action taken word “PUBLIC” shall appear prominently on the first page thereof; (x) by such holder or Person marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, BofA Securities and the nature of Lenders to treat such claimed Default, Event of Default, event or condition, or Borrower Materials as not containing any material adverse change, and what action non-public information with respect to the Company has takenor its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, is taking they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and propose (z) the Administrative Agent and BofA Securities shall be entitled to take with respect theretotreat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to mark any Borrower Materials “PUBLIC.”

Information Covenants. The Company Borrower will furnish or cause to be furnished to each Bank: (a) Annual Financial Statements. (i) As soon as available and in any event within 90 95 days after the close of each fiscal year of the CompanyBorrower, (x) the consolidated balance sheets sheet of the Company and its Subsidiaries Borrower, in each case, as at the end of such fiscal year and the related consolidated statements of income, of stockholders' stockholder's equity and of cash flows for such fiscal year and (y) the consolidating balance sheet of the Borrower as at the end of the fiscal year and the related consolidating statement of income for such fiscal year; in each case prepared in accordance with GAAP and, in the case of such consolidated statements setting forth comparative consolidated figures for the preceding fiscal year year, and a report on such consolidated balance sheets and financial statements examined by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms), which whose report shall not be qualified as to the scope of audit or as to the status of the Company Borrower and its Material Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standardsconcern. (bii) As soon as practicable available and in any event (x) within 30 120 days after the end close of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of Material Regulated Insurance Company, the Company's fiscal years, a Management's Discussion and Analysis Annual Statement (prepared in accordance with SAP) for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of such Material Regulated Insurance Company, as filed with the Applicable Insurance Regulatory Authority in compliance with the requirements thereof (or a report containing equivalent information for any Material Regulated Insurance Company there existed a Default or an Event of Default related not so required to file the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying foregoing with the nature and period of existence thereof and what action Applicable Insurance Regulatory Authority) together with the Company has taken, is taking and propose to take with respect thereto. (d) At the time opinion thereon of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer Chief Financial Officer or other Authorized Officer of such Material Regulated Insurance Company stating that such Annual Statement presents fairly in all material respects the financial condition and results of operations of such Material Regulated Insurance Company to the effect that no Default or Event of Default exists, or, if in accordance with SAP. (iii) As soon as available and in any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., event within 45 120 days after the end close of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's Borrower, a copy of the "Statement of Actuarial Opinion" and "Management Discussion and Analysis" for each Material Regulated Insurance Company (prepared in accordance with SAP) for such fiscal year) by a Compliance Certificate in a form reasonably acceptable to year and as filed with the Administrative Agent setting forth the calculations required to establish whether the Company was Applicable Regulatory Insurance Authority in compliance with the covenants in this Agreement requirements thereof (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget report containing equivalent information for any Material Regulated Insurance Company not so required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to file the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or foregoing with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its SubsidiariesApplicable Regulatory Insurance Authority). (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company will furnish or cause to be furnished to each Bank: (a) As soon as available available, and in any event within 90 forty-five (45) days after the close of each fiscal quarter, the consolidated balance sheet of the Company and its Subsidiaries as of the end of such period and the related consolidated statements of income and cash flow for such period, setting forth, in each case, comparative consolidated figures for the related periods in the prior fiscal year, all of which shall be certified by the treasurer, chief financial officer, or chief executive officer of the Company as fairly presenting in all material respects, the financial position of the Company and its Subsidiaries as of the end of such period and the results of their operations for the period then ended in accordance with GAAP, subject to changes resulting from normal year-end audit adjustments. In addition to the foregoing, the Company shall also provide at such time: (i) summary balance sheet and operating income information with respect to each direct Subsidiary fairly representing in all material respects, the financial position of each direct Subsidiary as of the end of such period and the results of their operations for the period then ended, and (ii) a backlog report for the Company and its Subsidiaries for the fiscal quarter then ended. (b) As soon as available, and in any event within ninety (90) days after the close of each fiscal year of the Company, the audited consolidated balance sheets of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated and statements of income, of stockholders' stockholders equity and of cash flows for such fiscal year, setting forth forth. in each case comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements certified by Arthxx Xxxexxxx xx other independent certified public accountants of recognized national standing (which standing, whose report shall be one of the "Big Five" accounting firms), which report shall not be qualified without limitation as to the scope of the audit or as and reasonably satisfactory in substance to the status of Banks. In addition to the foregoing, the Company and its Subsidiaries as a going concern and shall state that such consolidated financial cause each Subsidiary to deliver summary income statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years within ninety (except for such changes with which the independent certified public accountants concur90) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable and in any event (x) within 30 days after the end close of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements Promptly after any Responsible Officer of the Company and its Subsidiaries pursuant to subsection (a) aboveobtains knowledge thereof, a written statement by the independent public accountants giving the report thereon notice of: (i) stating any material violation of, noncompliance with, or remedial obligations under, Requirements of Environmental Laws that their audit examination has included could cause a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, Material Adverse Effect; (ii) stating whetherany Release or threatened material Release of Hazardous Materials affecting any property owned, in connection with their audit examination, leased or operated by the Company or any condition or event which constitutes of its Subsidiaries that could cause a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and Material Adverse Effect; (iii) stating that based on their audit examination nothing has come to their attention any event or condition which causes them to believe that as of the end of such fiscal year of the Company there existed constitutes a Default or an Event of Default related to the breach of Default; (iv) any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come which, in the opinion of management of the Company, would reasonably be expected to their attentionhave a Material Adverse Effect; (v) any Person having given any written notice to the Company or taken any other action with respect to a claimed material default or event under any material instrument or material agreement; (vi) the institution of any litigation which might reasonably be expected in the good faith judgment of the Company either to have a Material Adverse Effect or result in a final, specifying non-appealable judgment or award in excess of $1,000,000.00 with respect to any single cause of action; and (vii) all ERISA notices required by Section 7.7; such notice shall specify the nature and period of existence thereof and specifying the notice given or action taken by such Person and the nature of any such claimed default, event or condition and, in the case of an Event of Default or Default, what action the Company has been taken, is taking and propose being taken or is proposed to take be taken with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(aSection 7.1(a) and (bSection 7.1(b), (y) a certificate Compliance Certificate of the chief financial officer or other Authorized a Responsible Officer of the Company to the effect that that, no Default or Event of Default exists, exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been the action that is being taken or will that is proposed to be taken in with respect thereofthereto, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting set forth the calculations required to establish (i) whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 provisions of Section 8.10 through 7.13 inclusive) Section 8.15 as at the end of such fiscal period or year, as the case may be, and (zii) a comparison pro forma compliance with this Agreement with respect to principal payments scheduled to be made during the next fiscal quarter of the current year to date financial results against the plan/budget Company on Subordinated Debt which has been restructured as required to be submitted pursuant to subsection (k) shall be presentedby Section 5.1(l). (e) Promptly following request by the Administrative Agent such environmental reports, studies and audits of the Company's procedures and policies, assets and operations in respect of Environmental Laws as the Administrative Agent may reasonably request. (f) Promptly upon receipt thereof, a copy, if any, copy of each annual "management letter" any report or letter submitted to the Company by its independent accountants in connection with any annual regular or special audit made by them of the books of the Company or any of its SubsidiariesCompany's records. (fg) Promptly upon their becoming From time to time and with reasonable promptness, such other information or documents as the Administrative Agent or any Bank through the Administrative Agent may reasonably request. (h) As soon as available, copies and in any event within thirty (30) days after the end of all consolidating and consolidated financial statements, reports, notices and proxy statements sent each calendar month (except at the close of a fiscal quarter or made available generally by the Company or any Subsidiary fiscal year of the Company to its security holders in their capacity as such (other than to Company, when Section 7.1(a) and Section 7.1(b), respectively, will apply), the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business consolidated balance sheet of the Company and its Subsidiaries. (g) Promptly upon any senior Subsidiaries as of the end of such month and the related consolidated statements of income for such period in comparison to the same period for the prior year, along with summaries of the accounts receivable, accounts payable balances and an accounts receivable aging report as of the end of such month, all of which shall be certified by the treasurer, chief financial officer, or chief executive officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Defaultthe Company as fairly presenting in all material respects, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects position of the Company and its SubsidiariesSubsidiaries as of the end of such month in accordance with GAAP. In addition to the foregoing, taken the Company shall also provide at such time a schedule and explanation of the top fifteen (15) jobs in progress for which projections indicate a negative deviation from the original anticipated margins, which report shall include the amount of underbillings for each such job. (i) Within thirty (30) days after the end of each calendar month, a completed Borrowing Base Certificate calculating and certifying the Borrowing Base as a wholeof the last day of such calendar month, signed by an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person officer and the nature secretary of such claimed Defaultthe company and in the form attached hereto as Exhibit 7.1(i). (j) Promptly upon receipt, Event a copy of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoCompany's annual management letter from the Company's independent auditors.

Information Covenants. The Company will Each Obligor Party shall furnish or cause to be furnished to each Bankthe Administrative Agent: (a) As soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters in each Fiscal Year of WIL-Ireland (commencing with the Fiscal Quarter ended March 31, 2016), the Quarterly Report on Form 10-Q, or its equivalent, of WIL-Ireland for such Fiscal Quarter; provided that the Obligor Parties shall be deemed to have furnished said Quarterly Report on Form 10-Q for purposes of this Section 7.01(a) on the date the same shall have been made available on “XXXXX” (or any successor thereto) or on its home page on the worldwide web (which page is, as of the date of this Agreement, located at xxx.xxxxxxxxxxx.xxx). Such Quarterly Report shall include, and to the extent it does not include shall be supplemented by, a consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Principal Financial Officers as presenting fairly in all material respects the financial condition and results of operations of WIL-Ireland and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. (b) As soon as available, and in any event within 90 days after the close of each fiscal year Fiscal Year of the CompanyWIL-Ireland, the consolidated balance sheets of the Company and Annual Report on Form 10-K, or its Subsidiaries as at the end of such fiscal year and the related consolidated statements of incomeequivalent, of stockholders' equity and of cash flows WIL-Ireland for such fiscal yearFiscal Year, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements certified by KPMG LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and the Required Lenders, whose certification shall be without qualification or limitation; provided that (i) the Obligor Parties shall be deemed to have furnished said Annual Report on Form 10-K for purposes of this Section 7.01(b) on the date the same shall have been made available on “XXXXX” (or any successor thereto) or on its home page on the worldwide web (which page is, as of the date of this Agreement, located at xxx.xxxxxxxxxxx.xxx) and (ii) if said Annual Report on Form 10-K contains the report of such independent public accountants (without qualification or exception, and to the effect, as specified above), no Obligor Party shall be one required to deliver such report. Such Annual Report shall include, and to the extent it does not include shall be supplemented by, WIL-Ireland’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the "Big Five" accounting firms)end of and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (which report opinion shall not be qualified without qualification or exception as to the scope of audit or as such audit) to the status of the Company and its Subsidiaries as a going concern and shall state effect that such consolidated financial statements present fairly in all material respects the consolidated financial position condition and results of the Company operations of WIL-Ireland and its consolidated Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a consolidated basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standardsGAAP consistently applied. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company Borrower will furnish or cause to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent with copies to be furnished to each Bankprovided for the Lenders: (a) As Reports, Financial Statements. (i) as soon as available and available, but in any event within 90 not later than 30 days (45 days for the monthly accounting period ending January 31, 2000) after the close end of each monthly accounting period of each fiscal year of the CompanyBorrower, a copy of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries (which shall exclude the financial information for the Lightship Tanker Entities) and the Borrower and its Consolidated Subsidiaries as at the end of such monthly accounting period, together with the related unaudited consolidated statements of earnings, cash flow and shareholders' equity of the Borrower and its Subsidiaries and the Borrower and its Consolidated Subsidiaries for such monthly accounting period and the portion of the fiscal year through the end of such monthly accounting period, setting forth in each case in comparative form the figures for the previous fiscal year and the budgeted figures for such monthly accounting period (or prior to the delivery of the first budget under Section 7.01(a)(v), the figures set forth in the Projections) and the portion of the fiscal year to the end of such monthly accounting period; (ii) as soon as available, but in any event not later than 60 days after the end of each quarterly accounting period (which is not a fiscal year end), a copy of the unaudited consolidated balance sheets sheet of the Company Borrower and its Subsidiaries and the Borrower and its Consolidated Subsidiaries as at the end of such quarterly accounting period, together with the related unaudited consolidated statements of earnings, cash flow and shareholders' equity of the Borrower and its Subsidiaries and the Borrower and its Consolidated Subsidiaries for such quarterly accounting period and the portion of the fiscal year through the end of such quarterly accounting period, setting forth in each case in comparative form the figures for the previous fiscal year and the budgeted figures for such quarterly accounting period and the portion of the fiscal year to the end of such quarterly accounting period; (iii) as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower and its Subsidiaries and the Borrower and its Consolidated Subsidiaries, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries and Borrower and its Consolidated Subsidiaries as at the end of such fiscal year and year, together with the related audited consolidated statements of incomeearnings, of stockholderscash flow and shareholders' equity of the Borrower and its Subsidiaries and the Borrower and its Consolidated Subsidiaries for such fiscal year and reported on by any independent internationally recognized firm of cash flows chartered accountants or certified public accountants, together with an officer's certificate setting forth in each case in comparative form the figures for the previous fiscal year budgeted figures for such fiscal year; (iv) on the last Business Day of the second fiscal quarter of each year and upon the request of the Administrative Agent, appraisal reports in form and substance and from independent appraisers reasonably satisfactory to the Agents, stating the then current fair market value of each of the Mortgaged Vessels, all such appraisals to be conducted and made at the expense of the Borrower (it being understood that the Administrative Agent may, upon notice to the Borrower, obtain such appraisals and that the cost of all such appraisals will be paid by the Borrower); and (v) not more than 60 days (120 days in the case of the fiscal year of the Borrower beginning on January 1, 2000) after the commencement of each fiscal year of the Borrower, and within 15 days of any material revisions thereto, a budget, and any material revisions thereto prepared by the Borrower in accordance with past practices, in form reasonably satisfactory to the Administrative Agent (including budgeted statements of income and sources and uses of cash and balance sheets) prepared by the Borrower, for each of the twelve months of such fiscal year, in reasonable detail and setting forth comparative consolidated figures forth, with appropriate discussion, the principal assumptions upon which such budgets are based and a statement by a Responsible Officer of each of the Borrower to the effect that, to the best of such officer's knowledge, the budget is a reasonable estimate for the preceding fiscal year period covered thereby. All financial statements will be prepared on a consolidated basis and in accordance with GAAP (containing any required reconciliations to show all amounts which for the purpose of this Agreement are to be determined in accordance with GAAP in effect on December 31, 1998 as so determined in accordance with GAAP in effect on such date). Audited financial statements required to be delivered pursuant to this Agreement will be complete and accompanied by a report on such consolidated balance sheets and financial statements by of an independent certified public accountants of recognized national standing (which shall be one of auditor confirming that the "Big Five" accounting firms), which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable standards and confirming that in any event (x) within 30 days after the end of the each month ending after the Closing Dateauditor's opinion, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering present fairly in all material respects the quarter then ended consolidated financial position of the Borrower at the relevant date and the year to date. (c) Together with each delivery consolidated results of their operations and the consolidated changes in their financial statements of position for the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whetherrelevant period, in connection accordance with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretoGAAP. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company Borrower will furnish furnish, or cause to be furnished --------------------- furnished, to each Bankthe Agent: (a) Annual Financial Statements. (i) As soon as available available, and --------------------------- in any event within 90 days after the close of each fiscal year of the Borrower and its Subsidiaries, a consolidated balance sheet of the Borrower and its Subsidiaries, as of the end of such fiscal year, together with related consolidated statements of income and of cash flows for such fiscal year, setting forth in comparative form consolidated figures for the preceding fiscal year, all such financial statements described above to be in substantially the form of the audited consolidated financial statements for the fiscal year ended January 31, 1996 referred to in clause (i) of Section 6.1 or otherwise in form and detail reasonably acceptable to the Agent and audited by Xxxxxx Xxxxxxxx, LLP, and an Acceptable Accountant or other independent certified public accountants of recognized national standing reasonably acceptable to the Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for the effects of not consolidating the Unconsolidated Subsidiaries and except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified as to the status of the Borrower and its Subsidiaries as a going concern. (ii) As soon as available, and in any event within 90 days after the close of each fiscal year of the CompanyBorrower and its Consolidated Subsidiaries, the consolidated a consolidating balance sheets sheet of the Company Borrower and its Subsidiaries Consolidated Subsidiaries, as at of the end of such fiscal year and the year, together with related consolidated consolidating statements of income, of stockholders' equity income and of cash flows for such fiscal year, setting forth in comparative form consolidating figures for the preceding fiscal year, all such financial statements described above to be in substantially the form of the unaudited consolidating financial statements for the Borrower and its Consolidated Subsidiaries for the fiscal year ended January 31, 1996 referred to in clause (ii) of Section 6.1 or otherwise in form and detail reasonably acceptable to the Agent. (iii) As soon as available, and in any event within 90 days after the close of each fiscal year of the applicable Unconsolidated Subsidiaries, a consolidated balance sheet of the applicable Unconsolidated Subsidiaries, as of the end of such fiscal year, together with related consolidated statements of income and of cash flows for such fiscal year, setting forth in comparative form consolidated figures for the preceding fiscal year and a report on year, all such consolidated balance sheets and financial statements described above to be in substantially the form of the audited consolidated financial statements for the Unconsolidated Subsidiaries for the fiscal year ended January 31, 1996 or December 31, 1995, as applicable, referred to in clause (iii) of Section 6.1 or otherwise in form and detail reasonably acceptable to the Agent and audited by Xxxxxx Xxxxxxxx, LLP, an Acceptable Accountant or other independent certified public accountants of recognized national standing (which reasonably acceptable to the Agent and whose opinion shall be one of to the "Big Five" accounting firms), effect that such financial statements have been prepared in accordance with GAAP (except for changes with which report such accountants concur) and shall not be qualified limited as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standardsaudit. (b) As soon as practicable and in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto. (d) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company Borrower will furnish or cause to be furnished to each BankLender: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the Companymonthly accounting period, the consolidated balance sheets sheet of the Company and its Subsidiaries Borrower as at the end of such fiscal year monthly period and the related consolidated statements of incomeoperations, of stockholdersshareholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures monthly period and for the preceding elapsed portion of the fiscal year and a report on ended with the last day of such consolidated balance sheets and financial statements monthly period, each such statement to be certified by independent certified public accountants an appropriate officer of recognized national standing (which shall be one of the "Big Five" accounting firms)Borrower, which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and certificate shall state that such consolidated financial statements present fairly the consolidated financial position balance sheet and related income, equity interests and cash flows of Borrower as of the Company dates and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated indicated, in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and in each case setting forth comparative figures for the examination by such accountants was conducted in accordance with generally accepted auditing standardsfiscal year budget, subject to normal year-end audit adjustments. (b) As soon as practicable and Before April 30, 1998, a budget of Borrower in any event (x) within 30 days after the end of the reasonable detail for each month ending after the Closing Dateof its fiscal year, (i) the consolidated balance sheet of the Company and as customarily prepared by management for its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal monthinternal use, setting forth in comparative form the corresponding periods of the prior fiscal year commencing forth, with fiscal year 1999appropriate discussion, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for principal assumptions upon which such financial statements covering the quarter then ended and the year to date. (c) budgets are based. Together with each delivery of financial statements pursuant to Section 5.1(a), a comparison of the Company and its Subsidiaries current year to date financial results against the budgets required to be submitted pursuant to subsection (athis Section 5.1(b) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect theretopresented. (dc) At the time of the delivery of the financial statements provided for in Sections 6.01(a) and (bSection 5.1(a), (y) a certificate of the chief financial an appropriate officer or other Authorized Officer of the Company each of Borrower to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented.; (ed) Promptly upon receipt thereof, a copy, if any, copy of each annual "management letter" submitted to the Company Borrower by its independent accountants in connection with any annual compilation, review or audit made by them of the books of the Company or any of its SubsidiariesBorrower. (fe) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company Borrower to its security holders in their capacity as such (other than to the Company or another Subsidiary) securityholders of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries Borrower with any securities exchange or with the SEC United States Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company Borrower to the public concerning material developments in the business of the Company and its Subsidiariespublic. (gf) Promptly upon any senior officer of any Borrower obtaining knowledge Prompt written notice (wx) of any condition or event which constitutes a Default or Event of Default, or becoming aware (y) that any Bank holder of any note or other evidence of Indebtedness of Borrower has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.047.4, or (yz) of any event which could reasonably be expected to have a material adverse change Material Adverse Effect. (g) Prompt written notice of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting Borrower or any property of any of Borrower not previously disclosed to Lender, which action, suit, proceeding, governmental investigation or arbitration which seeks (or in the businesscase of multiple actions, operationssuits, propertiesproceedings, assets, nature of assets, condition (financial governmental investigations or otherwise) or prospects arbitrations arising out of the Company same general allegations or circumstances which seek) recovery from Borrower aggregating $100,000 or more. In addition to the requirements set forth in the previous sentence, Borrower upon request shall promptly give notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered to Lender pursuant to this Section 5.1(g) and provide such other information as may be reasonably available to it (exclusive of privileged documents) to enable Lender and its Subsidiariescounsel to evaluate such matters. (h) On demand, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoother information that Lender shall reasonably request.

Information Covenants. The Company Borrower will furnish or cause to be furnished to the Agent, who will distribute copies to each Bank: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the CompanyBorrower, the consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholdersshareholders' equity and of cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year and a report on such consolidated balance sheets and financial statements by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms)standing, which report shall not be qualified as to the scope of audit or as to the status of the Company Borrower and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly fairly, in all material respects, the consolidated financial position of the Company Borrower and its Subsidiaries as at the dates DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with which the independent certified public accountants concur) and the examination by such accountants was conducted in accordance with generally accepted auditing standards. (b) As soon as available and in any event within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related consolidated statements of income, of shareholders' equity and of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, setting forth in comparative form the same information for the corresponding periods of the prior fiscal year. (c) As soon as practicable and in any event (x) within 30 days after the end of the month of October 1996 and each month ending after the Closing Datethereafter, (i) the consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such period and (ii) the related consolidated statements of income and cash flows of the Company and its SubsidiariesBorrower each in the form customarily prepared by management, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the same information for the corresponding periods of the prior fiscal year commencing (including a comparison of such monthly financial results against the budgets required to be submitted pursuant to subsection (e) hereof, together with fiscal year 1999, a brief narrative discussion and analysis prepared by management describing the corresponding periods Borrower's results of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis operations for such financial statements covering the quarter then ended and the year to datefiscal month. (cd) Together with each delivery of financial statements of the Company Borrower and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 67.04, 77.05, 8 7.07 (as to the Borrower only) and 9 7.09 through 7.11 (inclusive) of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company Borrower there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 Sections 7.04, 7.05, 7.07 (as to the Borrower only) and 7.09 through 7.11 (inclusive), as they relate to accounting matters matters, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company Borrower has taken, is taking and propose proposes to take with respect thereto. (de) Prior to the commencement of each fiscal year, annual budgets of the Borrower and its Subsidiaries in reasonable detail for each month of such fiscal year, as customarily prepared by management for its internal use, setting forth, with appropriate discussion, the principal assumptions upon which such budgets are based. Together with each delivery of financial statements pursuant to Section 6.01(c), a comparison of the current year to date financial results against the budgets required to be submitted pursuant to this subsection (e) shall be presented. (f) At the time of the delivery of the financial statements provided for in Sections 6.01(a), (b) and (bc), (y) a certificate of the chief executive officer, chief financial officer, controller, chief accounting officer or other Authorized Officer of the Company Borrower to the effect that such financial statements are true and complete in all material respects and that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall shall, with respect to the financial statements provided for in Section 6.01(c), at the time of delivery of such statements for the months ended September 30, December 31, March 31 and June 30, beginning with the month ended December 31, 1996, be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent setting forth the calculations required to establish whether the Company was Borrower and its Subsidiaries were in compliance with the covenants in this Agreement (including without limitation the covenants set DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 forth in Sections 7.05 and 7.10 7.09 through 7.13 7.11 (inclusive)) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (eg) Promptly upon receipt thereof, a copy, if any, copy of each annual "management letter" submitted to the Company Borrower by its independent accountants in connection with any annual audit made by them of the books of the Company Borrower or any of its Subsidiaries. (fh) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company Borrower or any Subsidiary of the Company Borrower to its security holders in their capacity as such (other than to the Company Borrower or another Subsidiary) ), of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company Borrower or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company Borrower or any Subsidiary of the Company Borrower to the public concerning material developments in the business of the Company Borrower and its Subsidiaries. (gi) Promptly upon any senior officer of any Borrower Senior Officer obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company Borrower and its Subsidiaries, Subsidiaries taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company Borrower has taken, is taking and propose proposes to take with respect thereto. (i) Promptly upon any Senior Officer obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting Holdings, the Borrower or any of its Subsidiaries or any property of Holdings, the Borrower or any of its Subsidiaries not previously disclosed to the DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 Banks, which action, suit, proceeding, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from Holdings, the Borrower or any of its Subsidiaries aggregating $500,000 or more (exclusive of claims covered by insurance policies of Holdings, the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), the Borrower shall give notice thereof to the Banks and provide such other information as may be reasonably available to enable the Banks and their counsel to evaluate such matters; (ii) as soon as practicable and in any event within 45 days after the end of each fiscal quarter, the Borrower shall provide a report to the Banks covering any institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration (not previously reported) against or affecting Holdings, the Borrower or any of its Subsidiaries or any property of Holdings, the Borrower or any of its Subsidiaries not previously disclosed to the Banks, which action, suit, proceeding, governmental investigation or arbitration seeks (or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which seek) recovery from Holdings, the Borrower or any of its Subsidiaries aggregating $250,000 or more (exclusive of claims covered by insurance policies of Holdings, the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims), and shall provide such other information at such time as may be reasonably available to enable the Banks and their counsel to evaluate such matters; (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 6.01(j), the Borrower upon request shall promptly give notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered to the Banks pursuant to clause (i) or (ii) above to the Banks and provide such other information as may be reasonably available to it to enable the Banks and their counsel to evaluate such matters and (iv) promptly upon any Senior Officer obtaining knowledge of any material dispute in respect of or the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in respect of any material contract of the Borrower or any of its Subsidiaries, the Borrower shall give notice thereof to the Banks and shall provide such other DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 information as may be reasonably available to enable the Banks and their counsel to evaluate such matters. (k) Within 90 days of the last day of each fiscal year of the Borrower, a summary report, substantially in the form of Annex VI hereto, outlining all material insurance coverage maintained as of the date of such report by the Borrower and its Subsidiaries and outlining all material insurance coverage planned to be maintained by the Borrower and its Subsidiaries in the subsequent fiscal year. (l) To the extent reasonably requested by the Agent, as soon as practicable and in any event within ten Business Days of the later of such request and the making of any such amendment or waiver, copies of amendments or waivers with respect to Indebtedness of the Borrower or any of its Subsidiaries. (m) The Borrower shall provide to the Agent prior to the Closing Date a consolidated plan, substantially in the form of Exhibit P hereto, for the remainder of the fiscal year ending March 31, 1997, and the Borrower shall provide to the Agent on or prior to December 31, 1996 and each December 31 thereafter a consolidated plan, substantially in the form of Exhibit P hereto, for each month in the current fiscal year and a consolidated plan, substantially in the form of Exhibit P hereto, for the next succeeding five fiscal years, in each case prepared in accordance with the Borrower's normal accounting procedures (and which will represent management's reasonable estimate of the Borrower's projected performance during such periods) applied on a consistent basis, including, without limitation, (i) forecasted consolidated balance sheets, consolidated statements of operations, of stockholders' equity and of cash flows of the Borrower and its Subsidiaries on a consolidated basis for such periods, (ii) the amount of forecasted capital expenditures for such fiscal periods, and (iii) forecasted compliance with Sections 7.09-7.11; provided that if any such forecast indicates that the Borrower may not be in compliance with any provision of this Agreement at some future date, such forecast shall not constitute a Default or an Event of Default or anticipatory or other breach thereof. (n) Within fifteen (15) days after the last Business Day of each month, the Borrower shall deliver to Agent for distribution to each Bank a borrowing base certificate in the form of Exhibit M hereto (the "Borrowing Base Certificate") detailing the Borrower's Eligible Accounts Receivable and DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 Eligible Inventory as of the last day of such month, certified as complete and correct on behalf of the Borrower by a Senior Officer or any other Authorized Officer. In addition, each Borrowing Base Certificate shall have attached to it such additional schedules and/or other information as the Agent may reasonably request. If the Borrower fails to deliver any such Borrowing Base Certificate within twenty-five (25) days after the end of any such month, then the Borrower's Borrowing Base shall be deemed to be $0 until such time as the Borrower shall deliver such required Borrowing Base Certificate. (i) On or prior to the Closing Date and within 90 days after the commencement of each fiscal year, a complete and accurate list of the officers and directors of the Borrower and (ii) within 30 days of any change in personnel affecting the accuracy of such list, a notice specifying such change in personnel. (p) With reasonable promptness, such other information and data with respect to the Borrower or any of its Subsidiaries or any other similar entity in which the Borrower or any Subsidiary has an investment, as from time to time may be reasonably requested by any Bank and may be reasonably available to the Borrower. (q) The Borrower shall deliver to the Agent, within 15 days after filing with the SEC, copies of Holdings' annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which is filed by Holdings with the SEC pursuant to Section 13 or 15(d) of the Exchange Act within the time periods prescribed under such rules and regulations. In addition, the Borrower shall cause Holdings' annual reports to shareholders and any quarterly or other financial reports furnished by Holdings to shareholders generally to be filed with the Agent.

Information Covenants. The Company Holdings will furnish or cause to be furnished to each Bank: (a) Annual Financial Statements. (i) As soon as available and in any event within 90 days after the close of each fiscal year of the Company, Holdings (x) the consolidated balance sheets sheet of the Company Holdings and its Subsidiaries Subsidiaries, in each case, as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity and of cash flows for such fiscal year and (y) the consolidating balance sheet of Holdings and its Subsidiaries as at the end of the fiscal year and the related consolidating statements of income, of stockholders' equity and of cash flows for such fiscal year, ; in each case prepared in accordance with GAAP and setting forth comparative consolidated figures for the preceding fiscal year and a report on year, and, in the case of such consolidated balance sheets and financial statements statements, examined by independent certified public accountants of recognized national standing (which shall be one of the "Big Five" accounting firms), which report whose opinion shall not be qualified as to the scope of audit or as to the status of the Company Holdings and its Subsidiaries as a going concern and shall state concern, together with a certificate of such accounting firm stating that such consolidated financial statements present fairly in the consolidated financial position course of its regular audit of the Company business of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such changes with Subsidiaries, which the independent certified public accountants concur) and the examination by such accountants audit was conducted in accordance with generally accepted auditing standards. (b) As soon as practicable GAAP, such accounting firm has obtained no knowledge of any Default or Event of Default which has occurred and is continuing or, if in any event (x) within 30 days after the end of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end opinion of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for accounting firm such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come occurred and is continuing, a statement as to their attention, and if such a condition or event has come to their attention, specifying the nature thereof. (ii) As soon as available and period in any event within 90 days after the close of existence thereof; provided that such accountants shall not be liable by reason each fiscal year of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed each Regulated Insurance Company which is a Material Subsidiary, the Annual Statement (prepared in the course of their audit examination, and (iiiaccordance with SAP) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of for such fiscal year of such Regulated Insurance Company, as filed with the Applicable Insurance Regulatory Authority in compliance with the requirements thereof (or a report containing equivalent information for any Regulated Insurance Company there existed a Default or an Event of Default related not so required to file the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying foregoing with the nature and period of existence thereof and what action Applicable Insurance Regulatory Authority) together with the Company has taken, is taking and propose to take with respect thereto. (d) At the time opinion thereon of the delivery of the financial statements provided for in Sections 6.01(a) and (b), (y) a certificate of the chief financial officer Chief Financial Officer or other Authorized Officer of such Regulated Insurance Company stating that such Annual Statement presents fairly in all material respects the financial condition and results of operations of such Regulated Insurance Company to the effect that no Default or Event of Default exists, or, if in accordance with SAP. (iii) As soon as available and in any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and event within 90 days after the end close of each fiscal year of Holdings, a copy of the Company's "Statement of Actuarial Opinion" and "Management Discussion and Analysis" for each Regulated Insurance Company which is a Material Subsidiary and Domestic Subsidiary (prepared in accordance with SAP) for such fiscal year) by a Compliance Certificate in a form reasonably acceptable to year and as filed with the Administrative Agent setting forth the calculations required to establish whether the Company was Applicable Regulatory Insurance Authority in compliance with the covenants in this Agreement requirements thereof (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget report containing equivalent information for any Regulated Insurance Company not so required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to file the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or foregoing with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its SubsidiariesApplicable Regulatory Insurance Authority). (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect thereto.

Information Covenants. The Company will furnish or cause to be furnished to each BankLender: (a) As as soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods in each Fiscal Year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and the related consolidated statements of income, changes in stockholders’ equity and cash flows of the Company for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Company as presenting fairly, in accordance with GAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Required Lenders) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments; (b) as soon as available and in any event within 90 days after the close end of each fiscal year Fiscal Year of the Company, the consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of operations, changes in stockholders' ’ equity and of cash flows of the Company for such fiscal yearFiscal Year, setting forth in comparative form the consolidated figures for the preceding previous fiscal year year, all in reasonable detail and accompanied by a report on such consolidated balance sheets and financial statements by thereon of Deloitte & Touche or other independent certified public accountants of recognized national standing (which shall be one of selected by the "Big Five" accounting firms)Company, which report shall not be qualified as to the scope of audit or as to the status of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of each of the Company and its Subsidiaries as at the dates indicated and the consolidated results of their its operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for as otherwise specified in such changes with which report; provided any exceptions or qualifications thereto must be acceptable to the independent certified public accountants concurRequired Lenders) and that the examination audit by such accountants was conducted in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.; (bc) As soon as practicable and in within five Business Days after any senior officer of any Borrower becomes aware of the occurrence of any Default and/or any event (x) within 30 days after the end or condition constituting, or which in such Borrower’s reasonable judgment is reasonably likely to have a Material Adverse Effect, a certificate of the each month ending after the Closing Date, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and (ii) the related statements of income and cash flows of the Company and its Subsidiaries, in each case for such fiscal month and for the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end an Authorized Officer of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after Borrowers setting forth the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended details thereof and the year to date. (c) Together with each delivery of financial statements of action which the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition Borrowers are taking or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the end of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto.; (d) At promptly upon the time mailing thereof to the security holders of the delivery Borrowers generally, copies of all financial statements, reports and proxy statements so mailed; (e) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Company shall have filed with the Securities and Exchange Commission or any national securities exchange; (f) promptly after any Borrower knows of the commencement thereof, notice, of any litigation, dispute or proceeding involving a claim against any of the Borrowers and/or any Subsidiary which claim could reasonably be expected to have a Material Adverse Effect; (g) at the request of any Lender, promptly after the filing thereof, a copy of the annual statements for each calendar year and quarterly statements for each calendar quarter (if any) as filed with any Applicable Insurance Regulatory Authority of any jurisdiction in which any Regulated Insurance Company is qualified to do business; and (h) from time to time such additional information regarding the financial position or business of the Borrowers and their Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request. Reports and financial statements provided for in Sections 6.01(arequired to be delivered by the Company pursuant to paragraphs (a), (b) and (be) of this Section 7.01 shall be deemed to have been delivered on the date on which the Company posts such reports, or reports containing such financial statements, on its website on the Internet at xxx.xxxxxxxxx.xxx or when such reports, or reports containing such financial statements are posted on the SEC’s website at xxx.xxx.xxx; provided that the Company shall deliver paper copies of the reports and financial statements referred to in paragraphs (a), (yb) a certificate and (e) of the chief financial officer or other Authorized Officer of the Company to the effect that no Default or Event of Default exists, or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied on a quarterly basis (i.e., within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable this Section 7.01 to the Administrative Agent setting forth the calculations required to establish whether the Company was in compliance with the covenants in this Agreement (including without limitation the covenants set forth in Sections 7.05 and 7.10 through 7.13 inclusive) as at the end of such fiscal period or year, as the case may be, and (z) a comparison of the current year to date financial results against the plan/budget required to be submitted pursuant to subsection (k) shall be presented. (e) Promptly upon receipt thereof, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants in connection with any annual audit made by them of the books of the Company or any of its Subsidiaries. (f) Promptly upon their becoming available, Lender who requests it to deliver such paper copies of all consolidating and consolidated financial statements, reports, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Company or any of its Subsidiaries with any securities exchange or with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company and its Subsidiaries. (g) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any until written notice to any Borrower cease delivering paper copies is given by the Administrative Agent or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed Default, Event of Default, event or condition, or material adverse change, and what action the Company has taken, is taking and propose to take with respect theretoLender.

Information Covenants. The Company will furnish or cause to be furnished to each Bankthe Administrative Agent: (a) As soon as available and in any event within 90 days after the close of each fiscal year of the Company, the consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, of stockholders' equity income and retained earnings and of cash flows for such fiscal year, year and setting forth comparative consolidated figures for the preceding fiscal year and a report on certified by Ernst & Young LLP or such consolidated balance sheets and financial statements by other independent certified public accountants of recognized national standing (which as shall be one of the "Big Five" accounting firms), which report shall not be qualified as reasonably acceptable to the scope of audit or as Administrative Agent, in each case to the status effect that such statements fairly present in all material respects the financial condition of the Company and its Subsidiaries as a going concern and shall state that such consolidated financial statements present fairly the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows changes in financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for years, together with a certificate of such changes with accounting firm stating that in the course of its regular audit of the business of the Company and its Subsidiaries, which the independent certified public accountants concur) and the examination by such accountants audit was conducted in accordance with generally accepted auditing standards., no Default or Event of Default which has occurred and is continuing has come to their attention or, if such a Default or an Event of Default has come to their attention, a statement as to the nature thereof; provided that any such statement made by such accountants may be limited to the extent required by accounting rules and guidelines; (b) As soon as practicable and in any event (x) within 30 45 days after the end close of the first three quarterly accounting periods in each month ending after fiscal year of the Closing DateCompany, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterly accounting period and (ii) the related consolidated statements of income and retained earnings and of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, all of which shall be in reasonable detail and certified by an Authorized Officer of the Company and its Subsidiaries, that they fairly present in each case for such fiscal month and for all material respects the period from the beginning of the then current fiscal year to the end of such fiscal month, setting forth in comparative form the corresponding periods of the prior fiscal year commencing with fiscal year 1999, the corresponding periods of the current fiscal year's budget, and (y) within 45 days after the end of each of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of each of the Company's fiscal years, a Management's Discussion and Analysis for such financial statements covering the quarter then ended and the year to date. (c) Together with each delivery of financial statements condition of the Company and its Subsidiaries pursuant to subsection (a) above, a written statement by the independent public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of Sections 6, 7, 8 and 9 of this Agreement as they relate to accounting matters but without having conducted any special auditing procedures in connection therewith, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes a Default or Event of Default has come to their attention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that as of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of such fiscal year of the Company there existed a Default or an Event of Default related to the breach of any covenant set forth in Section 6 or 7 as they relate to accounting matters and if such a condition or event has come to their attention, specifying the nature and period of existence thereof and what action the Company has taken, is taking and propose to take with respect thereto.footnotes; (dc) At commencing with the fiscal quarter ending October 1, 2017, at the time of the delivery of the financial statements provided for in Sections 6.01(a) and (b6.01(b), (y) a certificate of the chief financial officer or other Authorized Officer of the Company Compliance Certificate to the effect that no Default or Event of Default exists, exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and what actions have been or will be taken in respect thereof, which certificate shall be accompanied shall, if delivered in connection with the financial statements in respect of a period ending on the last day of a quarterly basis (i.e., within 45 days after the end of each fiscal quarter or fiscal year of the Company's first three fiscal quarters in each fiscal year and within 90 days after the end of the Company's fiscal year) by a Compliance Certificate in a form reasonably acceptable to the Administrative Agent , setting forth (i) the calculations required to establish whether the Company was and its Restricted Subsidiaries were in compliance with the covenants in this Agreement (including without limitation the financial covenants set forth in Sections 7.05 7.08 and 7.10 through 7.13 inclusive) 7.09 as at the end of such fiscal period quarter or year, as the case may be, be and (zii) a comparison the calculation (in reasonable detail) of the current Available JV Basket Amount and the Available Amount as at the last day of the respective fiscal quarter or fiscal year to date financial results against of the plan/budget required Company, as the case may be (which delivery may be by electronic communication including fax or email and shall be deemed to be submitted pursuant to subsection an original authentic counterpart thereof for all purposes); (kd) shall be presented.not more than 65 days after the commencement of each fiscal year of the Company, consolidated budgets of the Company and its Restricted Subsidiaries in reasonable detail for each of the four fiscal quarters of such fiscal year, in each case as customarily prepared by management for its internal use setting forth the principal assumptions upon which such budgets are based; (e) Promptly upon receipt thereofpromptly, a copy, if any, of each annual "management letter" submitted to the Company by its independent accountants and in connection with any annual audit made by them of the books event within five Business Days after an officer of the Company or any of its Subsidiaries.Restricted Subsidiaries obtains actual knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default, which notice shall specify the nature and period of existence thereof and what action the Company proposes to take with respect thereto, (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrators or Governmental Authorities against or affecting the Company or any of its Restricted Subsidiaries which, if adversely determined, is reasonably likely to have a Material Adverse Effect and (iii) any other event which (x) has had (unless same has ceased to exist in all respects) or (y) is reasonably likely to have, a Material Adverse Effect; (f) Promptly promptly upon their becoming availabletransmission thereof, (i) copies of all consolidating any filings and consolidated financial statementsregistrations with, reportsand reports to, notices and proxy statements sent or made available generally by the Company or any Subsidiary of the Company to its security holders in their capacity as such (other than to the Company or another Subsidiary) of all regular and periodic reports and all registration statements and prospectuses, if any, filed SEC by the Company or any of its Subsidiaries with any securities exchange or with the SEC and Restricted Subsidiaries, (ii) copies of all press releases financial information, notices and other statements made available generally by reports as the Company or any Subsidiary of its Restricted Subsidiaries shall send to the holders of any material Indebtedness in their capacity as such holders (to the extent not theretofore delivered to the Lenders pursuant to this Agreement) and (iii) copies of all financial statements, proxy statements, notices and reports as the Company or any of its Restricted Subsidiaries shall send generally to analysts and the holders of their capital stock or public Indebtedness in their capacity as such holders (to the extent not theretofore delivered to the Lenders pursuant to this Agreement); (g) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b), for any period in which the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, unaudited consolidating financial statements reflecting adjustments necessary to eliminate the accounts and results of operations of the Unrestricted Subsidiaries and their Subsidiaries from such financial statements delivered pursuant to Section 6.01(a) or 6.01(b), all in reasonable detail and certified by an Authorized Officer of the Company to as fairly presenting the public concerning material developments in the business financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries.Restricted Subsidiaries in accordance with GAAP, subject only to normal year end audit adjustments and the absence of footnotes; and (gh) Promptly upon any senior officer of any Borrower obtaining knowledge (w) of any condition from time to time, such other information or event which constitutes a Default or Event of Default, or becoming aware that any Bank has given any written notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (x) that any Person has given any written notice to any Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.04, or (y) of a material adverse change in the business, operations, properties, assets, nature of assets, condition documents (financial or otherwise) with respect to the Company or prospects its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Documents required to be delivered pursuant to Section 6.01(a), 6.01(b) or 6.01(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or are available on the website of the SEC at xxxx://xxx.xxx.xxx; provided, that the Company shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the officer’s certificates required by Section 6.01(c) to the Administrative Agent. Except for such officer’s certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or MLPFS will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non‑public information with respect to either of the Company or its SubsidiariesAffiliates, taken as a whole, an Officers' Certificate specifying or the nature and period of existence respective securities of any of the foregoing, and who may be engaged in investment and other market‑related activities with respect to such condition Person’s securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or eventequity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, or specifying at a minimum, shall mean that the notice given or action taken word “PUBLIC” shall appear prominently on the first page thereof; (x) by such holder or Person marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, MLPFS and the nature of Lenders to treat such claimed Default, Event of Default, event or condition, or Borrower Materials as not containing any material adverse change, and what action non‑public information with respect to the Company has takenor its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, is taking they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and propose (z) the Administrative Agent and MLPFS shall be entitled to take with respect theretotreat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”