Common use of Information Furnished Clause in Contracts

Information Furnished. It will furnish to Banks and Administrative --------------------- Agent: (a) Within 60 days after the close of each quarter, except for the last quarter of each fiscal year, its consolidated balance sheet as of the close of such quarter and its consolidated profit and loss statement and cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer or an Assistant Treasurer as presenting fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments. (b) Within 120 days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, prepared by Deloitte & Touche (or such other independent certified public accountants of recognized international standing selected by Borrower) in accordance with GAAP applied on a basis consistent with that of the previous year, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualification. (c) Within 60 days after the close of each quarter except for the last quarter of each fiscal year, (and within 120 days after the close of each fiscal year) its certificate executed by Borrower's Treasurer or an Assistant Treasurer that (i) the representations and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by or on behalf of the Banks. (d) Such other information concerning its affairs as Administrative Agent or the Majority Banks may reasonably request.

Information Furnished. It Borrower will furnish to Banks and Administrative --------------------- AgentBank: (a) Within 60 sixty (60) days after the close of each fiscal quarter, except for the last final quarter of each fiscal year, its consolidated unaudited balance sheet as of the close of such quarter fiscal quarter, its unaudited income and its consolidated profit expense statement with supportive schedules and loss statement and cash flow statement of retained earnings for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer or an Assistant Treasurer as presenting fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments.generally accepted accounting principles; (b) Within 120 One Hundred and Twenty (120) days after the close of each fiscal year, a complete copy of its annual statement of financial statements, which statements shall include condition including at least its consolidated balance sheet as of the close of such fiscal year year, its income and its consolidated profit and loss expense statement and cash flow retained earnings statement for such fiscal year, examined and prepared on an audited basis by Deloitte & Touche (or such other independent certified public accountants of recognized international standing selected by Borrower) Borrower and reasonably satisfactory to Bank, in accordance with GAAP generally accepted accounting principles applied on a basis consistent with that of the previous year, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualification.; (c) Within 60 days after the close of each quarter except for the last quarter of each fiscal year, (Any other financial statements and within 120 days after the close of each fiscal year) its certificate executed by Borrower's Treasurer or an Assistant Treasurer that (i) the representations and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default information as have been expressly waived by or on behalf of the Banks.Bank may reasonably request from time to time; (d) Such other information concerning its affairs as Administrative Agent In connection with each financial statement provided hereunder, a certification of compliance with all the covenants under this Agreement, executed by the chief financial officer of Borrower, certifying that no default has occurred and no event exists which with notice or the Majority Banks may reasonably requestlapse of time, or both, would result in a default hereunder; (e) In connection with each fiscal year-end statement required hereunder, any management letter of Borrower's certified public accountants; (f) Prompt written notice to Bank of all events of default under any of the terms or provisions of this Agreement or of any other agreement, contract, document or instrument entered, or to be entered into with Bank; and of any litigation which, if decided adversely to Borrower, would have a material adverse effect on Borrower's financial condition; and of any other matter which has resulted in, or is likely to result in, a material adverse change in its financial condition or operations; and (g) Prior written notice to Bank of any changes in Borrower's officers, directors, and other senior management; Borrower's name; and location of Borrower's assets, principal place of business or chief executive office.

Information Furnished. It will, and it will cause each of its Subsidiaries to, furnish to Banks and the Administrative --------------------- Agent:Agent (with sufficient copies for each Lender): (a) Within 60 15 days after the close of each quarter, except for the last quarter of each fiscal yearFiscal Quarter, its consolidated balance sheet as of the close of such quarter and quarter, its consolidated profit and loss statement and cash flow statement for that quarter and for that portion of the fiscal year Fiscal Year ending with such quarterFiscal Quarter, all prepared in accordance with GAAPon an accrual basis, and which shall include all certified by its Treasurer or an Assistant Treasurer as presenting fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as Eligible Investments valued at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments. (b) Within 120 days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, prepared by Deloitte & Touche (or such other independent certified public accountants of recognized international standing selected by Borrower) in accordance with GAAP applied on a basis Aggregate Market Value consistent with that of the previous year, and which statements shall include all warranted as correct in all material respects by its Secretary-Treasurer. (b) Within 10 days after the opinion issuer of any publicly-traded equity Eligible Investment files its Quarterly Reports on Form 10-Q or its Annual Reports on Form 10-K of such accountantsissuers with the Securities and Exchange Commission, copies of such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualificationreports. (c) Within 60 10 days after the close of each quarter except for the last quarter of each fiscal yearcalendar month, (a Borrowing Base and within 120 days after the close of each fiscal year) its certificate executed by Borrower's Treasurer or an Assistant Treasurer that (i) the representations and warranties set forth in Section 6 (Compliance Certificate demonstrating compliance with the exception of Section 6.6) are true Borrowing Base and correct in all material respects; Sections 6.08 and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default 8.11 as have been expressly waived by or on behalf of the Banksdate(s) indicated in such certificates. (d) Upon the acquisition of any securities, a certificate of a Responsible Officer of the Company describing such acquisitions, which certificate shall include such information as the Administrative Agent may request with respect thereto, including without limitation the Aggregate Market Value thereof and such other information as may be deemed necessary by the Administrative Agent or any Lender to assure compliance with the Margin Regulations. (e) Within 20 days of the occurrence of any such event, written notes of any of the following ERISA events affecting the Company or any member of its Controlled Group, together with a copy of any notice with respect to such event that may be required to be filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Company or any member of its Controlled Group with respect to such event: (i) an ERISA Event; (ii) the adoption of any new Plan that is subject to Title IV of ERISA or Section 412 of the Code by any member of the Controlled Group; (iii) the adoption of any amendment to a Plan that is subject to Title IV of ERISA or Section 412 of the Code, if such amendment results in a material increase in benefits or unfunded liabilities; or (iv) the commencement of contributions by any member of the Controlled Group to any Plan that is subject to Title IV of ERISA or Section 412 of the Code. (f) Within 10 days of the occurrence of any such event, a notice of resignation or withdrawal of Kxxx Xxxxxxxxx from the management of the Company, his disability (other than physical disability), or any other circumstances giving rise to a Material Adverse Effect. (g) Such other information concerning its affairs as the Administrative Agent or the Majority Banks may reasonably request.

Information Furnished. It will furnish to Banks and Administrative --------------------- AgentLender: (a) Within 60 days after the close of each quarter, except for the last quarter of each fiscal year, its consolidated balance sheet as of the close of such quarter and its consolidated profit and loss statement and cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer Chief Financial Officer, Treasurer, Chief Accounting Officer or an Assistant Treasurer as presenting fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments. (b) Within 120 days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, prepared by Deloitte & Touche L.L.P. (or such other independent certified public accountants of recognized international standing selected by Borrower) in accordance with GAAP applied on a basis consistent with that of the previous year, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "“going concern" ” qualification. (c) Within 60 days after the close of each quarter except for the last quarter of each fiscal year, (and within 120 days after the close of each fiscal year) its certificate executed by Borrower's Treasurer ’s Chief Financial Officer, Treasurer, Chief Accounting Officer or an Assistant Treasurer that (i) the representations and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by or on behalf of the BanksLender. (d) Concurrently with the delivery of the financial statements referred to in clauses (a) and (b), a duly completed Compliance Certificate signed by Borrower’s Chief Financial Officer, Treasurer, Chief Accounting Officer or an Assistant Treasurer. (e) As soon as available, copies of all reports or materials filed or required to be filed with the Securities and Exchange Commission. (f) Such other information concerning its affairs as Administrative Agent or the Majority Banks Lender may reasonably request.

Information Furnished. It will furnish to Banks and Administrative --------------------- Agent: (a) Within 60 days after the close of each quarter, except for the last quarter of each fiscal year, its consolidated balance sheet as of the close of such quarter and its consolidated profit and loss statement and cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer or an Assistant Treasurer as presenting fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments. (b) Within 120 days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, prepared by Deloitte & Touche (or such other independent certified public accountants of recognized international standing selected by Borrower) in accordance with GAAP applied on a basis consistent with that of the previous year, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualification. (c) Within 60 days after the close of each quarter except for the last quarter of each fiscal year, (and within 120 days after the close of each fiscal year) its certificate executed by Borrower's Treasurer or an Assistant Treasurer that (i) the representations and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by or on behalf of the Banks. (d) concurrently with the delivery of the financial statements referred to in clauses (a) and (b), a duly completed Compliance Certificate signed by --- --- Borrower's Treasurer or an Assistant Treasurer; (e) Such other information concerning its affairs as Administrative Agent or the Majority Banks may reasonably request.

Information Furnished. It will furnish to Banks and Administrative --------------------- Agent: (a) Within 60 days after the close of each quarter, except for the last quarter of each fiscal year, its consolidated balance sheet as of the close of such quarter and its consolidated profit and loss statement and cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer or an Assistant Treasurer as presenting fairly the financial position and results of operation operations and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments. (b) Within 120 days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, prepared by Deloitte & Touche (or such other independent certified public accountants of recognized international standing selected by Borrower) in accordance with GAAP applied on a basis consistent with that of the previous year, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualification. (c) Within 60 days after the close of each quarter except for the last quarter of each fiscal year, (and within 120 days after the close of each fiscal year) its certificate executed by Borrower's Treasurer or an Assistant Treasurer that (i) the representations and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by or on behalf of the Banks. (d) concurrently with the delivery of the financial statements referred to in clauses (a) and (b), a duly completed Compliance Certificate signed by --- --- Borrower's Treasurer or an Assistant Treasurer; (e) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to public securityholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Administrative Agent pursuant hereto; (f) Such other information concerning its affairs as Administrative Agent or the Majority Banks may reasonably request.

Information Furnished. It will furnish to Banks and Administrative --------------------- Agent: (a) Within 60 45 days after the close of each quarter, except for the last quarter of each fiscal year, its consolidated balance sheet as of the close of such quarter and its consolidated profit statement of operations and loss statement and of cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer or an Assistant Treasurer Authorized Designee as presenting fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments. (b) Within 120 90 days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit statement of operations and loss statement and of cash flow statement for such fiscal year, prepared audited by Deloitte & Touche (or such other independent certified public accountants of recognized international standing selected by Borrower) and prepared in accordance with GAAP applied on a basis consistent with that of the previous yearbasis, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualification.. ------------- (c) Within 60 45 days after the close of each quarter except for the last quarter of each fiscal year, (and within 120 90 days after the close of each fiscal year) its certificate executed by Borrower's Treasurer or an Assistant Treasurer Authorized Designee that (i) the representations and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by or on behalf of the Banks. (d) Concurrently with the delivery of the financial statements referred to in clauses (a) and (b), a duly completed Compliance Certificate signed by an Authorized Designee, including demonstration of compliance with the financial covenants (and the components thereof), in detail and form reasonably acceptable to the Administrative Agent. (e) Promptly upon transmission or receipt thereof, copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission, or any successor agency. (f) Such other information concerning its affairs as Administrative Agent or the Majority Banks may reasonably request.

Information Furnished. It will furnish to Banks and Administrative --------------------- Agent: (a) Within 60 days after the close of each quarter, except for the last quarter of each fiscal year, its consolidated balance sheet as of the close of such quarter and its consolidated profit and loss statement and cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer or an Assistant Treasurer as presenting fairly the financial position and results of operation operations and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments. (b) Within 120 days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, prepared by Deloitte & Touche (or such other independent certified public accountants of recognized international standing selected by Borrower) in accordance with GAAP applied on a basis consistent with that of the previous year, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualification. (c) Within 60 days after the close of each quarter except for the last quarter of each fiscal year, (and within 120 days after the close of each fiscal year) its certificate executed by Borrower's Treasurer or an Assistant Treasurer that (i) the representations and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by or on behalf of the Banks. (d) concurrently with the delivery of the financial statements referred to in clauses (a) and (b), a duly completed Compliance Certificate signed by --- --- Borrower's Treasurer or an Assistant Treasurer; (e) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to public securityholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934 (as amended), and not otherwise required to be delivered to Administrative Agent pursuant hereto; (f) Such other information concerning its affairs as Administrative Agent or the Majority Banks may reasonably request.

Information Furnished. It will furnish to Banks and Administrative --------------------- Agent: (a) Within 60 sixty (60) days after the close of each quarter, except for the last quarter of each fiscal year, its consolidated balance sheet as of the close of such quarter and its consolidated profit and loss statement and cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer or an Assistant Treasurer chief financial officer as presenting fairly the financial position and results of operation operations and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments. (b) Within 120 one hundred twenty (120) days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, prepared by Deloitte & Touche LLP (or such other independent certified public accountants of recognized international standing selected by Borrower) in accordance with GAAP applied on a basis consistent with that of the previous year, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" concerns qualification. (c) Within 60 sixty (60) days after the close of each quarter quarter, except for the last quarter of each fiscal year, (and within 120 one hundred twenty (120) days after the close of each fiscal year) its certificate executed by Borrower's Treasurer or an Assistant Treasurer chief financial officer that (i) the representations and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; (ii) there has been no Material Change since the date of the financial statements delivered to Administrative Agent pursuant to Section 7.5 on the date most nearly preceding the certificate; and (iiiii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by or on behalf of the Banks. (d) Such other information concerning its affairs as Administrative Agent or the Majority Banks may reasonably request.

Information Furnished. It will furnish to Banks and ---------------------------------- Administrative --------------------- Agent: (a) Within 60 days after the close of each quarter, except for the last quarter of each fiscal year, its consolidated balance sheet as of the close of such quarter and its consolidated profit and loss statement and cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer or an Assistant Treasurer Controller as presenting fairly the financial position and results of operation operations and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments. (b) Within 120 days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, prepared by Deloitte & Touche (or such other independent certified public accountants of recognized international standing selected by Borrower) in accordance with GAAP applied on a basis consistent with that of the previous year, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualification. (c) Within 60 days after the close of each quarter except for the last quarter of each fiscal year, (and within 120 days after the close of each fiscal year) its certificate executed by Borrower's Treasurer or an Assistant Treasurer Controller that (i) the representations and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by or on behalf of the Banks. (d) . Such other information concerning its affairs as Administrative Agent or the Majority Banks may reasonably request.

Information Furnished. It Borrower will furnish to Banks and Administrative --------------------- AgentBank: (a) Within 60 Forty-Five (45) days after the close of each fiscal quarter, except for the last final quarter of each fiscal year, its consolidated balance sheet as of the close of unaudited Financial Statements for such fiscal quarter and its consolidated profit the 10Q filed with the Securities and loss statement and cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer or an Assistant Treasurer as presenting fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments.Exchange Commission; (b) Within 120 One Hundred Twenty (120) days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet Financial Statement as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, examined and prepared on an audited basis by Deloitte & Touche (or such other independent certified public accountants of recognized international standing selected by Borrower) Borrower and reasonably satisfactory to Bank, in accordance with GAAP applied on a basis consistent with that of the previous year, year and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualification.10K filed with the Securities and Exchange Commission; (c) Upon Bank request, as soon as available, copies of such Financial Statements and reports as Borrower may file with any state or federal agency, including all state and federal income tax returns; (d) Within 60 days after the close of each quarter except for the last quarter of each fiscal year, Ninety (and within 120 90) days after the close of each fiscal year, a copy of a projected monthly cash balance budget and letters of credit analysis for the following fiscal year. (e) its certificate Such other Financial Statements and information as Bank may reasonably request from time to time; (f) In connection with each Financial Statement provided hereunder, a statement executed by the president or chief financial officer of Borrower, certifying that to the best of his/her knowledge no default has occurred and no event exists which with notice or the lapse of time, or both, would result in a default hereunder; (g) In connection with each fiscal year-end Financial Statement required hereunder, any management letter of Borrower's certified public accountants; (h) Within Forty-Five (45) days after each fiscal quarter except for the final quarter of each fiscal quarter and with One Hundred Twenty (120) days after the close of each fiscal year, a certification of compliance with all covenants under this Agreement, executed by Borrower's Treasurer president or an Assistant Treasurer that chief financial officer, in form acceptable to Bank; (i) Prompt written notice to Bank of all events of default under any of the representations and warranties set forth in Section 6 (terms or provisions of this Agreement or of any other agreement, contract, document or instrument entered, or to be entered into with the exception of Section 6.6) are true and correct in all material respectsBank; and (ii) no Event of Default any litigation which, if decided adversely to Borrower, would have a material adverse effect on Borrower's financial condition; and of any other matter which has resulted in, or Unmatured Event of Default has occurred and is continuing except such Events of Default likely to result in, a material adverse change in its financial condition or Unmatured Events of Default as have been expressly waived by or on behalf of the Banks.operations; (dj) Such Prior written notice to Bank of any changes in Borrower's chief executive officer, president, or chief financial officer and or any other information concerning its affairs as Administrative Agent senior management; Borrower's name; and location of Borrower's assets, principal place of business or the Majority Banks may reasonably requestchief executive office. The financial covenants in sections 4.6 through 4.9 shall be measured by consolidating financial statements of Borrower excluding Principal Subsidiary.

Information Furnished. It will furnish to Banks and --------------------- Administrative --------------------- Agent: (a) Within 60 sixty (60) days after the close of each quarter, except for the last quarter of each fiscal year, its consolidated balance sheet as of the close of such quarter and its consolidated profit and loss statement and cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer or an Assistant Treasurer chief financial officer as presenting fairly the financial position and results of operation operations and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments. (b) Within 120 one hundred twenty (120) days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, prepared by Deloitte & Touche LLP (or such other independent certified public accountants of recognized international standing selected by Borrower) in accordance with GAAP applied on a basis consistent with that of the previous year, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" concerns qualification. (c) Within 60 sixty (60) days after the close of each quarter quarter, except for the last quarter of each fiscal year, (and within 120 one hundred twenty (120) days after the close of each fiscal year) its certificate executed by Borrower's Treasurer or an Assistant Treasurer chief financial officer that (i) the representations and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; (ii) there has been no Material Change since the date of the financial statements delivered to Administrative Agent pursuant to Section 7.5 on the date most nearly preceding the certificate; and (iiiii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by or on behalf of the Banks. (d) Such other information concerning its affairs as Administrative Agent or the Majority Banks may reasonably request.

Information Furnished. It will furnish to Banks and Administrative --------------------- Agent:Lender: --------------------- (a) Within 60 days after the close of each quarter, except for the last quarter of each fiscal year, its consolidated balance sheet as of the close of such quarter and its consolidated profit and loss statement and cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAP, and all certified by its Treasurer Chief Financial Officer, Treasurer, Chief Accounting Officer or an Assistant Treasurer as presenting fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments. (b) Within 120 days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, prepared by Deloitte & Touche L.L.P. (or such other independent certified public accountants of recognized international standing selected by Borrower) in accordance with GAAP applied on a basis consistent with that of the previous year, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualification. (c) Within 60 days after the close of each quarter except for the last quarter of each fiscal year, (and within 120 days after the close of each fiscal year) its certificate executed by Borrower's Treasurer Chief Financial Officer, Treasurer, Chief Accounting Officer or an Assistant Treasurer that (i) the representations and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived by or on behalf of the BanksLender. (d) Concurrently with the delivery of the financial statements referred to in clauses (a) and (b), a duly completed Compliance --- --- Certificate signed by Borrower's Chief Financial Officer, Treasurer, Chief Accounting Officer or an Assistant Treasurer. (e) As soon as available, copies of all reports or materials filed or required to be filed with the Securities and Exchange Commission. (f) Such other information concerning its affairs as Administrative Agent or the Majority Banks Lender may reasonably request.

Information Furnished. It Borrower will furnish to Banks and Administrative --------------------- AgentBank: (a) Within 60 Forty-Five (45) days after the close of each fiscal quarter, except for the last final quarter of each fiscal year, its consolidated consolidated, unaudited balance sheet as of the close of such quarter and fiscal quarter, its consolidated profit and loss statement and cash flow consolidated, unaudited income statement for that quarter and for that portion of the fiscal year ending with such quarterquarter then ended, all its consolidated, audited statement of cash flows for the fiscal quarter then ended, and a consolidated, unaudited statement of changes in stockholders' equity (deficit) for the fiscal quarter then ended, prepared in accordance with GAAP, and all certified by its Treasurer or an Assistant Treasurer as presenting fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments.generally accepted accounting principles; (b) Within 120 Ninety (90) days after the close of each fiscal year, a complete copy of its annual statement of financial statements, which statements shall include condition including at least its consolidated balance sheet as of the close of such fiscal year year, its income and its consolidated profit and loss expense statement and cash flow retained earnings statement for such fiscal year, examined and prepared on an audited basis by Deloitte & Touche (or such other independent certified public accountants of recognized international standing selected by Borrower) Borrower and reasonably satisfactory to Bank, in accordance with GAAP generally accepted accounting principles applied on a basis consistent with that of the previous year, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualification.; (c) Within 60 days Prompt written notice to Bank of all events of default under any of the terms or provisions of this Agreement or of any other agreement, contract, document or instrument entered, or to be entered into with Bank; and of any litigation which, if decided adversely to Borrower, would have a Material Adverse Effect on Borrower's financial condition; and of any other matter which has resulted in, or is likely to result in, a Material Adverse Change in its financial condition or operations; (d) Promptly after the close filing thereof, copies of each quarter except for the last quarter of each fiscal year, (all reports and within 120 days after the close of each fiscal year) its certificate executed by Borrower's Treasurer or an Assistant Treasurer that (i) the representations and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default as have been expressly waived registration statements filed by or on behalf of the BanksBorrower with the Securities and Exchange Commission or any national securities exchange, excluding filings on Form S-8 (or any successor form) and any other filing solely in respect of stock option plans of the Borrower; (e) In connection with each financial statement provided hereunder, a statement executed by the chief financial officer of Borrower, certifying that no default has occurred and no event exists which with notice or the lapse of time, or both, would constitute an Event of Default; (f) Prior written notice to Bank of any changes in Borrower's name or in the location of Borrower's assets, principal place of business or chief executive office. (dg) Such other information concerning Promptly after its affairs as Administrative Agent occurrence written notice to Bank of any litigation awarded or the Majority Banks may reasonably requestjudgement against Borrower in excess of One Million Dollars ($1,000,000).

Information Furnished. It Borrower will furnish to Banks and Administrative --------------------- AgentBank: (a) Within 60 thirty (30) days after the close of each quarterfiscal month, except for the last quarter final month of each fiscal year, its consolidated unaudited balance sheet as of the close of such quarter financial month, its unaudited income and its consolidated profit expense statement with supportive schedules and loss statement and cash flow statement of retained earnings for that quarter and for that portion of the fiscal year ending with such quartermonth, all prepared in accordance with GAAPgenerally accepted accounting principles. Beginning with the fiscal month ended September 30, and all certified by its Treasurer or an Assistant Treasurer as presenting fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as at the end of1997, and for each month thereafter (except for the final month of each fiscal period year), the foregoing financial information shall include the results of each of its international joint venture affiliates, in its reporting of financial results to Bank prepared in accordance in generally accepted accounting principles. Prior thereto, Borrower will provide only such information with respect to its international joint venture affiliates as to which such statements relate, subject to normal year-end adjustments.Bank and Borrower may mutually agree; (b) Within 120 one hundred twenty (120) days after the close of each fiscal year, a complete copy of its annual statement of financial statements, which statements shall include condition including at least its consolidated balance sheet as of the close of such fiscal year year, its income and its consolidated profit and loss expense statement and cash flow retained earnings statement for such fiscal year, examined and prepared on an audited basis by Deloitte & Touche (or such other independent certified public accountants of recognized international standing selected by Borrower) Borrower and reasonably satisfactory to Bank, in accordance with GAAP generally accepted accounting principles applied on a basis consistent with that of the previous fiscal year, and which statements shall include the opinion of such accountants, such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualification.; (c) As soon as available copies of such financial statements and reports as Borrower may file with any state or federal agency, including all state and federal income tax returns; (d) Such other financial statements and information as Bank may reasonably request from time to time; (e) Within 60 thirty (30) days after the close of each quarter except for the last quarter of each fiscal year, (month and within 120 one hundred twenty (120) days after the close of each fiscal year) its , a certificate executed by Borrowerof Xxxxxxxx's Treasurer president or an Assistant Treasurer that chief financial officer, in a form acceptable to Bank, (i) accurately reporting the representations components of the Borrowing Base described in subsection 1.3 hereinabove, including Borrower's Accounts and warranties set forth in Section 6 (with the exception of Section 6.6) are true and correct in all material respects; and Eligible Accounts, (ii) certifying that no Event of Default or Unmatured Event of Default has occurred and is continuing except such no event which with notice or lapse of time or both, would result in an Event of Default and (iii) certifying compliance with all of the covenants, whether financial or otherwise, contained in this Agreement; (f) In connection with each fiscal year end statement required hereunder, any management letter of Xxxxxxxx's certified public accountants; (g) Prompt written notice to Bank of all Events of Default or Unmatured Events of Default as have been expressly waived by or on behalf under any of the Banks.terms or provisions of this Agreement and of any default under any other agreement, contract, document or instrument entered, or to be entered into with Bank; and of any litigation which, if decided adversely to Borrower, would have a material adverse effect on Borrower's financial condition; and of any other matter which has resulted in, or is likely to result in, a material adverse change in its financial condition or operations; and (dh) Such Prior written notice to Bank of any changes in Borrower's officers and other information concerning senior management; Xxxxxxxx's name; and the location of Borrower's assets, principal place of business or chief executive office; and (i) Within thirty (30) days after the close of each calendar month, a copy of Xxxxxxxx's summary aging of its affairs as Administrative Agent or the Majority Banks may reasonably requestAccounts. Borrower will permit Bank to audit, at Borrower's expense, Bank's collateral upon reasonable notice and during regular business hours.

Information Furnished. It will, and it will cause each of its Subsidiaries to, furnish to Banks and the Administrative --------------------- Agent:Agent (with sufficient copies for each Bank): (a) Within 60 15 days after the close of each fiscal quarter, except for the last quarter of each fiscal year, its consolidated balance sheet as of the close of such quarter and quarter, its consolidated profit and loss statement and cash flow statement for that quarter and for that portion of the fiscal year ending with such quarter, all prepared in accordance with GAAPon an accrual basis, and which shall include all certified by its Treasurer or an Assistant Treasurer as presenting fairly the financial position and results of operation and changes in financial position of Borrower and its consolidated Subsidiaries as Eligible Investments valued at the end of, and for the fiscal period to which such statements relate, subject to normal year-end adjustments. (b) Within 120 days after the close of each fiscal year, a complete copy of its annual financial statements, which statements shall include at least its consolidated balance sheet as of the close of such fiscal year and its consolidated profit and loss statement and cash flow statement for such fiscal year, prepared by Deloitte & Touche (or such other independent certified public accountants of recognized international standing selected by Borrower) in accordance with GAAP applied on a basis Aggregate Market Value consistent with that of the previous year, and which statements shall include all warranted as correct in all material respects by its Secretary-Treasurer. (b) Within 10 days after the opinion issuer of any publicly-traded equity Eligible Investment files its Quarterly Reports on Form 10-Q or its Annual Reports on Form 10-K of such accountantsissuers with the Securities and Exchange Commission, copies of such opinion not to be qualified or limited because of any restricted or limited nature of examination made by such accountants or because of a "going concern" qualificationreports. (c) Within 60 10 days after the close of each quarter except for the last quarter of each fiscal yearcalendar month, (a Borrowing Base and within 120 days after the close of each fiscal year) its certificate executed by Borrower's Treasurer or an Assistant Treasurer that (i) the representations and warranties set forth in Section 6 (Compliance Certificate demonstrating compliance with the exception of Section 6.6) are true Borrowing Base and correct in all material respects; Sections 6.07 and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing except such Events of Default or Unmatured Events of Default 8.12 as have been expressly waived by or on behalf of the Banksdate(s) indicated in such certificates. (d) Upon the acquisition of any securities, a certificate of a Responsible Officer of the Company describing such acquisitions, which certificate shall include such information as the Administrative Agent may request with respect thereto, including without limitation the Aggregate Market Value thereof and such other information as may be deemed necessary by the Administrative Agent or any Bank to assure compliance with the Margin Regulations. (e) Within 20 days of the occurrence of any such event, written notes of any of the following ERISA events affecting the Company or any member of its Controlled Group, together with a copy of any notice with respect to such event that may be required to be filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Company or any member of its Controlled Group with respect to such event: (i) an ERISA Event; (ii) the adoption of any new Plan that is subject to Title IV of ERISA or Section 412 of the Code by any member of the Controlled Group; (iii) the adoption of any amendment to a Plan that is subject to Title IV of ERISA or Section 412 of the Code, if such amendment results in a material increase in benefits or unfunded liabilities; or (iv) the commencement of contributions by any member of the Controlled Group to any Plan that is subject to Title IV of ERISA or Section 412 of the Code. (f) Such other information concerning its affairs as the Administrative Agent or the Majority Banks may reasonably request.