Common use of Items to be Furnished Clause in Contracts

Items to be Furnished. Borrower shall cause the following to be furnished to Agent from time to time: (a) Promptly after preparation, and no later than ninety (90) days after the last day of each fiscal year of Borrower, audited financial statements of Borrower and its consolidated subsidiaries, together with related notes (including statements of income, cash flows and stockholders’ equity, and balance sheet) showing the consolidated financial condition and results of operations of Borrower and its consolidated subsidiaries as of, and for the year ended on, that last day (together with schedules showing the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation to the audited financial statements), accompanied by: (i) the opinion of an Accounting Firm, based on an audit using generally accepted standards, that no material modifications are required to the financial statements in order for the financial statements to conform with GAAP; and (ii) a Compliance Certificate with respect to such financial statements certifying (A) as to the Borrower’s and Guarantors’ compliance with the Financial Covenants and (B) that such financial statements were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower and Guarantors. (b) Promptly after preparation, and no later than thirty (30) days after the last day of each fiscal quarter of Borrower, internally-certified financial statements of Borrower and its consolidated subsidiaries (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) showing the consolidated financial condition and results of operations of Borrower, and its consolidated subsidiaries as of, and for the quarter and year-to-date (together with schedules showing the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation to the interim financial statements). The Borrower’s certificate included with the unaudited financial statements will, at a minimum, include a statement that such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with Borrower’s and Guarantors historical financial statements and (ii) present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower and Guarantors. (c) Promptly after preparation, and no later than January 15 of each subject fiscal year, an annual budget for Borrower (and its Subsidiaries) and TVIP for the current fiscal year, that (i) includes a statement of all of the material assumptions on which such budget is based, (ii) income statements and statements of cash flows for such fiscal year, as well as comparisons of such items to the corresponding quarters in the prior fiscal year, and (iii) integrates sales, gross profits, operating expenses, operating profit and cash flow projections, all prepared on the same basis and in similar detail as that on which operating results are reported (and in the case of cash flow projections, representing management’s good faith estimates of future financial performance based on historical performance), and including plans for personnel, Capital Expenditures and facilities. (d) No later than thirty (30) days after the end of each fiscal quarter of Borrower, a Compliance Certificate, showing the Borrower’s and Guarantors’ compliance with the Financial Covenants including the calculations required to establish whether the Borrower was in compliance with Section 10 of this Agreement. (e) Promptly after receipt, a copy of each interim or special audit or review report and management letter issued by independent accountants with respect to Borrower or any Guarantor or their financial records. (f) Notice, promptly after Borrower or any Guarantor receives notice of, or otherwise becomes aware of, (i) the institution of any Litigation involving Borrower or any Guarantor which, if adversely determined, could reasonably be expected to result in a Material Adverse Event, (ii) any other event which could reasonably be expected to cause a Material Adverse Event, (iii) the obligation of Borrower or any Guarantor to remedy any violation of Environmental and Safety Law, (iv) any liability or alleged liability under any Environmental and Safety Law arising out of, or directly affecting, the properties or operations of such Borrower or any Guarantor, or (v) any Default or Potential Default, specifying the nature thereof and what action Borrower, and each Guarantor, has taken and is taking or proposes to take. (g) Promptly after preparation, and no later than thirty (30) days after the last day of each fiscal quarter of TVIP, internally prepared financial statements of TVIP (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) showing the consolidated financial condition and results of operations of TVIP as of and for the quarter and year-to-date. The Borrower’s certificate included with the TVIP financial statements will, at a minimum, include a statement that such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with TVIP’s historical financial statements and (ii) present fairly, in all material respects, the financial condition and results of operations of TVIP. Borrower shall also promptly furnish to Agent true and correct copies of any and all financial statements, budgets, reports and other written information and materials furnished to or obtained by Borrower respecting TVIP. (h) Promptly upon reasonable request by any Lender, information and documents not otherwise required to be furnished under the Loan Documents respecting the business affairs, assets and liabilities of the Borrower and Guarantors. Agent shall provide to each Lender copies of the documents, certificates, reports and written notices provided to Agent under this Section 8.1.

Items to be Furnished. Borrower shall cause the following to be furnished to Agent from time to timeLender: (a) Promptly after preparation, and no later than ninety (90) 90 days after the last day of each fiscal year of BorrowerBorrower beginning with the fiscal year ending December 31, 2008, audited financial statements of Borrower and its consolidated subsidiaries, together with related notes (including statements of incomeoperations, cash flows and stockholders’ equity, and cash flows and a balance sheet) showing the consolidated financial condition and results of operations of Borrower and its consolidated subsidiaries the Companies as of, and for the year ended on, that last day (together with schedules showing day, setting out, in each case, in comparative form the financial performance of Borrower figures for the previous fiscal year and all Subsidiaries and Affiliates with reconciliation to the audited financial statements), accompanied by: (i) the opinion of an Accounting Firma firm of independent certified public accountants satisfactory to Lender, based on an audit using generally accepted auditing standards, that no material modifications are required to the financial statements in order for the financial statements to conform with GAAP; and (ii) a Compliance Certificate with respect to such financial statements certifying (A) as to the Borrower’s and Guarantors’ compliance with the Financial Covenants and (B) that such financial statements were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower Companies, and (ii) a Compliance Certificate with respect to such financial statements to be delivered under this clause (a), calculating and Guarantorscertifying as to the Companies’ compliance with the financial covenants under this Agreement. (b) Promptly after preparation, and no later than thirty (30) 45 days after the last day of each fiscal quarter of BorrowerMarch, internally-certified June, September and December unaudited financial statements of Borrower and its consolidated subsidiaries (including statements of incomeoperations, stockholders’ equity, and cash flows and a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) showing the consolidated financial condition and results of operations of Borrower, and its consolidated subsidiaries as of, the Companies for the prior quarter and for the quarter and year-to-date (together with schedules showing period from the financial performance beginning of Borrower and all Subsidiaries and Affiliates with reconciliation the current fiscal year to the interim financial statements). The Borrower’s certificate included last day of that quarter, accompanied by a Compliance Certificate, with the unaudited financial statements will, at a minimum, include a statement that respect to such financial statements to be delivered under this clause (i) were prepared in accordance b), calculating and certifying as to the Companies’ compliance with GAAP the financial covenants under this Agreement and on a basis consistent with Borrower’s and Guarantors historical financial statements and (ii) present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower and Guarantorscertifying that no Default or Potential Default exists. (c) Promptly after preparation, and no later than January 15 of each subject fiscal year, an annual budget for Borrower (and its Subsidiaries) and TVIP for the current fiscal year, that (i) includes a statement of all of the material assumptions on which such budget is based, (ii) income statements and statements of cash flows for such fiscal year, as well as comparisons of such items to the corresponding quarters in the prior fiscal year, and (iii) integrates sales, gross profits, operating expenses, operating profit and cash flow projections, all prepared on the same basis and in similar detail as that on which operating results are reported (and in the case of cash flow projections, representing management’s good faith estimates of future financial performance based on historical performance), and including plans for personnel, Capital Expenditures and facilities. (d) No later than thirty (30) Within 20 days after the end of each fiscal quarter of Borrowermonth, a Compliance CertificateBorrowing Base Certificate (with supporting information, showing including supporting schedules, accounts payable and accounts receivable agings and other information as Lender reasonably requests, in each case to be delivered concurrently therewith) certifying as to the Borrower’s and Guarantors’ compliance with the Financial Covenants including the calculations required to establish whether the Borrower was in compliance with Section 10 of this AgreementBorrowing Base. (e) Promptly after receipt, a copy of each interim or special audit or review report and management letter issued by independent accountants with respect to Borrower or any Guarantor or their financial records. (fd) Notice, promptly after Borrower or any Guarantor Company receives notice of, or otherwise becomes aware of, (i) the institution of any Litigation involving Borrower any Company for which the monetary amount at issue is greater than $250,000, individually, or any Guarantor which, if adversely determined, could reasonably be expected to result $250,000 in a Material Adverse Eventthe aggregate, (ii) any other event which could reasonably be expected to cause a Material Adverse Event, (iii) the obligation of Borrower or any Guarantor to remedy any violation of Environmental and Safety Law, (iv) any liability or alleged liability under any Environmental and Safety Law arising out of, or directly affecting, the properties or operations of such Borrower or Company, (iii) any Guarantorsubstantial dispute with any Governmental Authority, or (iv) the incurrence of any material contingent Debt other than performance guaranties in respect of contracts entered into by any Company in the ordinary course of its business, and (v) any a Default or Potential Default, specifying the nature thereof and what action Borrowereach Company has taken, and each Guarantoris taking, has taken and is taking or proposes to take. (ge) Promptly after preparation, and but no later than thirty (30) 10 days after the last day date of filing, a completed tax return of Borrower, together with a certificate of Responsible Officer of Borrower certifying as to the dividends or distributions declared or made in respect of the calendar year covered by such tax return. (f) To the extent it is not part of the Borrower’s consolidated tax return, promptly after preparation, but no later than 10 days after the date of filing, a completed tax return of each fiscal quarter of TVIP, internally prepared financial statements of TVIP Guarantor. (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budgetg) showing the consolidated financial condition and results of operations of TVIP as of and for the quarter and year-to-date. The Borrower’s certificate included Concurrently with the TVIP financial statements will, at a minimum, include a statement that such financial statements occurrence of (i) were prepared such change, notify Lender of any change in accordance with GAAP and on a basis consistent with TVIP’s historical financial statements and the name, legal structure, place of business, or chief executive office of any Company, or (ii) present fairlyany acquisition or creation of a Subsidiary by any Company, in all material respects, the financial condition and results notify Lender that any Person has become a Subsidiary of operations of TVIP. Borrower shall also promptly furnish to Agent true and correct copies of any and all financial statements, budgets, reports and other written information and materials furnished to or obtained by Borrower respecting TVIPsuch Company. (h) Promptly upon reasonable request by any Lender, information and documents not otherwise required to be furnished under the Loan Documents respecting the business affairs, assets and liabilities of the Borrower and Guarantors. Agent shall provide to each Lender copies of the documents, certificates, reports and written notices provided to Agent under this Section 8.1Companies.

Items to be Furnished. Borrower shall cause the following to be furnished to Agent from time to timeLender: (a) Promptly after preparation, and no later than ninety (90) 120 days after the last day of each fiscal year of Borrower, audited financial statements of Borrower and its consolidated subsidiaries, together with related notes (including statements of income, statements of retained earnings and cash flows and stockholders’ equity, and a balance sheet) showing the consolidated financial condition and results of operations of Borrower and its consolidated subsidiaries the Companies as of, and for the year ended on, that last day (together with schedules showing day, setting out, in each case, in comparative form the financial performance of Borrower figures for the previous fiscal year and all Subsidiaries and Affiliates with reconciliation to the audited financial statements), accompanied by: (i) the unqualified opinion of an Accounting FirmLLB & Associates Ltd., LLP, or a firm of nationally or regionally recognized independent certified public accountants satisfactory to Lender, based on an audit using generally accepted auditing standards, that no material modifications are required to the financial statements in order for the financial statements to conform with GAAP; and (ii) a Compliance Certificate with respect to such financial statements certifying (A) as to the Borrower’s and Guarantors’ compliance with the Financial Covenants and (B) that such financial statements were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower Companies, and (ii) a Compliance Certificate with respect to such financial statements to be delivered under this clause (a), calculating and Guarantorscertifying as to the Companies’ compliance with the financial covenants under this Agreement. (b) Promptly after preparation, and no later than thirty (30) 45 days after the last day of each fiscal quarter of Borrower, internally-certified unaudited financial statements of Borrower and its consolidated subsidiaries (including statements of income, statements of retained earnings and cash flows and a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) showing the consolidated and consolidating financial condition and results of operations of Borrower, and its consolidated subsidiaries as of, the Companies for the prior quarter and for the quarter and year-to-date (together with schedules showing period from the financial performance beginning of Borrower and all Subsidiaries and Affiliates with reconciliation the current fiscal year to the interim financial statements). The Borrower’s certificate included with the unaudited financial statements will, at a minimum, include a statement that last day of such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with Borrower’s and Guarantors historical financial statements and (ii) present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower and Guarantorsquarter. (c) Promptly after preparation, and no later than January 15 of each subject fiscal year, an annual budget for Borrower (and its Subsidiaries) and TVIP for the current fiscal year, that (i) includes a statement of all of the material assumptions on which such budget is based, (ii) income statements and statements of cash flows for such fiscal year, as well as comparisons of such items to the corresponding quarters in the prior fiscal year, and (iii) integrates sales, gross profits, operating expenses, operating profit and cash flow projections, all prepared on the same basis and in similar detail as that on which operating results are reported (and in the case of cash flow projections, representing management’s good faith estimates of future financial performance based on historical performance), and including plans for personnel, Capital Expenditures and facilities. (d) No later than thirty (30) Within 45 days after the end of each fiscal quarter of Borrower, a Compliance Certificate, showing Certificate executed by a Responsible Officer with respect to the Borrower’s and Guarantors’ compliance with the Financial Covenants including the calculations required to establish whether the Borrower was financial covenants set forth in compliance with Section 10 hereof, together with calculations of this Agreementsuch financial covenants. (d) Promptly after preparation, and no later than 20 days after the last day of each month (or more often as Lender shall request), (i) a Borrowing Base Certificate as of the last day of such month certifying as to the Companies’ Borrowing Base, and (ii) all supporting information for the calculation of the Borrowing Base, including supporting schedules, inventory listings, accounts payable, accounts receivable agings and such other information as Lender may reasonably request. (e) Promptly after receiptThe Companies will permit Lender to conduct and complete, by a third party satisfactory to Lender, a copy field examination and appraisal, in form and substance satisfactory to Lender, and at the sole expense of each interim the Companies, regarding all accounts receivable, inventory, equipment or special audit or review report and management letter issued by independent accountants with respect to Borrower or real property of the Companies at any Guarantor or their financial recordstime at Lender’s request. (f) Notice, promptly within 5 days after Borrower or any Guarantor Company receives notice of, or otherwise becomes aware of, (i) the institution of any Litigation involving Borrower any Company for which the monetary amount at issue is greater than $50,000, individually, or any Guarantor which, if adversely determined, could reasonably be expected to result $100,000 in a Material Adverse Eventthe aggregate, (ii) any other event which could reasonably be expected to cause a Material Adverse Event, (iii) the obligation of Borrower or any Guarantor to remedy any violation of Environmental and Safety Law, (iv) any liability or alleged liability under any Environmental and Safety Law arising out of, or directly affecting, the properties or operations of such Borrower or Company, (iii) any Guarantorsubstantial dispute with any Governmental Authority, or (iv) the incurrence of any material contingent Debt, and (v) any a Default or Potential Default, specifying the nature thereof and what action Borrowereach Company has taken, and each Guarantoris taking, has taken and is taking or proposes to take. (g) Promptly after preparation, and no later than thirty (30) days after the last day of each fiscal quarter of TVIP, internally prepared financial statements of TVIP (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) showing the consolidated financial condition and results of operations of TVIP as of and for the quarter and year-to-date. The Borrower’s certificate included Concurrently with the TVIP financial statements will, at a minimum, include a statement that such financial statements occurrence of (i) were prepared such change, notify Lender of any change in accordance with GAAP and on a basis consistent with TVIP’s historical financial statements and the name, legal structure, place of business, or chief executive office of any Company, or (ii) present fairlyany acquisition or creation of a Subsidiary by any Company, in all material respects, the financial condition and results notify Lender that any Person has become a Subsidiary of operations of TVIP. Borrower shall also promptly furnish to Agent true and correct copies of any and all financial statements, budgets, reports and other written information and materials furnished to or obtained by Borrower respecting TVIPsuch Company. (h) Promptly upon reasonable request by any Lender, information and documents not otherwise required to be furnished under the Loan Documents respecting the business affairs, assets and liabilities of the Borrower and Guarantors. Agent shall provide to each Lender copies of the documents, certificates, reports and written notices provided to Agent under this Section 8.1Companies.

Items to be Furnished. The Borrower shall cause the following to be furnished to the Administrative Agent from time for delivery to timeLenders: (a) Promptly after preparation, and no later than ninety (90) 90 days after the last day of each fiscal year of the Borrower, audited financial statements of Borrower and its consolidated subsidiaries, together with related notes (including statements of income, cash flows and stockholders’ equity, and balance sheet) Financial Statements showing the consolidated financial condition and results of operations of Borrower and its consolidated subsidiaries as of, calculated for the Companies ended on such day and for the fiscal year ended on, that last day (together with schedules showing the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation to the audited financial statements)then ended, accompanied by: (i) the unqualified opinion of an Accounting Firma firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that no material modifications are required to the financial statements in order for the financial statements to conform with GAAP; and (ii) a Compliance Certificate with respect to such financial statements certifying (A) as to the Borrower’s and Guarantors’ compliance with the Financial Covenants and (B) that such financial statements Statements were prepared in accordance with GAAP and present fairly, in all material respects, fairly the consolidated financial condition and results of operations of Borrower the Companies, as the case may be; (ii) with respect to the Financial Statements of the Companies, a certificate from such accounting firm to the Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Unmatured Default or, if it obtained such knowledge, the nature and Guarantorsperiod of existence thereof; and (iii) with respect to the Financial Statements of the Companies, a Compliance Certificate. (b) Promptly after preparation, and no later than thirty (30) 45 days after the last day of each fiscal quarter of the Borrower, internally-certified financial statements of Borrower and its consolidated subsidiaries (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) Financial Statements showing the consolidated financial condition and results of operations of Borrower, and its consolidated subsidiaries as of, calculated for the Companies for such fiscal quarter and for the quarter period from the beginning of the then-current fiscal year to such last day, accompanied by a Compliance Certificate with respect to such Financial Statements, and year-to-date (together with schedules showing which shall include a calculation of the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation to the interim financial statements). The Borrower’s certificate included with the unaudited financial statements will, at a minimum, include a statement that such financial statements (i) were prepared ratios described in accordance with GAAP and on a basis consistent with Borrower’s and Guarantors historical financial statements and (ii) present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower and GuarantorsSection 6.25. (c) Promptly As soon as available, but no more than 45 days after preparationthe call date, and no later than January 15 copies of each subject fiscal year, an Bank’s call reports or other quarterly and annual budget for Borrower (and its Subsidiaries) and TVIP for the current fiscal year, that (i) includes a statement reports of all of the material assumptions on which such budget is based, (ii) condition or income statements and statements of cash flows for such fiscal year, as well as comparisons of such items furnished to the corresponding quarters in the prior fiscal year, and (iii) integrates sales, gross profits, operating expenses, operating profit and cash flow projections, all prepared on the same basis and in similar detail as that on which operating results are reported (and in the case of cash flow projections, representing management’s good faith estimates of future financial performance based on historical performance), and including plans for personnel, Capital Expenditures and facilitiesGovernmental Authorities. (d) No later than thirty (30) days after Contemporaneous with the end filing of each fiscal quarter of Borrowersuch report with the Board, a Compliance Certificatecopy of the F.R. Y9-LP, showing the Borrower’s and Guarantors’ compliance as appropriate, as filed with the Financial Covenants including the calculations required to establish whether the Borrower was in compliance with Section 10 of this AgreementBoard. (e) Promptly On the next Business Day after receiptthe earlier of notice of intention to cancel or cancellation, in whole or in part, of the Bankers Blanket Bond, written notice of such intention to cancel or cancellation including a copy of each interim any correspondence received from the underwriter(s) of the Bankers Blanket Bond related to such intention to cancel or special audit or review report and management letter issued by independent accountants with respect to Borrower or any Guarantor or their financial recordscancellation. (f) Notice, promptly after the Borrower knows or any Guarantor receives notice of, or otherwise becomes aware of, has reason to know of (i) the existence and status of any Litigation which could be a Material Adverse Event, or of any order or judgment for the payment of money which (individually or collectively) is in excess of $5,000,000, or any warrant of attachment, sequestration, or similar proceeding against the assets of any Company having a value (individually or collectively) of $5,000,000, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Paper, (iii) a Default or Unmatured Default specifying the nature thereof and what action the Borrower has taken, is taking, or proposes to take with respect thereto, (iv) the receipt by any Company of any notice from any Governmental Authority of the expiration without renewal, termination, material modification or suspension of, or institution of any Litigation involving Borrower proceedings to terminate, materially modify, or suspend, any Authorization granted by any Governmental Authority, or any Guarantor whichother Authorization which any Company is required to hold in order to operate its business in compliance with all applicable Laws, if adversely determinedother than such expirations, terminations, suspensions, or modifications which individually or in the aggregate would not constitute a Material Adverse Event, (v) any federal, state, or local statute, regulation, or ordinance or judicial or administrative order limiting or controlling the operations of any Company which has been issued or adopted hereafter and which is of material adverse importance or effect in relation to the operation of any Subsidiary, (vi) the receipt by any Company of notice of any violation or alleged violation of any Environmental Law, which violation or alleged violation could individually or collectively with other such violations or allegations, constitute a Material Adverse Event, or (vii) (A) the occurrence of a Reportable Event that, alone or together with any other Reportable Event, could reasonably be expected to result in a Material Adverse Event, (ii) any other event which could reasonably be expected to cause a Material Adverse Event, (iii) liability of the obligation of Borrower or any Guarantor Subsidiary to remedy any violation of Environmental and Safety Law, the PBGC in an aggregate amount exceeding $5,000,000; (ivB) any expressed statement in writing on the part of the PBGC of its intention to terminate any Employee Plan or Plans; (C) the Borrower’s or an ERISA Affiliate’s becoming obligated to file with the PBGC a notice of failure to make a required installment or other payment with respect to an Employee Plan; or (D) the receipt by the Borrower or an ERISA Affiliate from the sponsor of a Multiemployer Plan of either a notice concerning the imposition of withdrawal liability in an aggregate amount exceeding $5,000,000 or alleged liability under any Environmental and Safety Law arising out of, of the impending termination or directly affecting, the properties or operations reorganization of such Borrower or any Guarantor, or (v) any Default or Potential Default, specifying the nature thereof and what action Borrower, and each Guarantor, has taken and is taking or proposes to takeMultiemployer Plan. (g) Promptly after preparationOn the date of any Borrowing, and no later than thirty (30) days after the last day of each fiscal quarter of TVIP, internally prepared financial statements of TVIP (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) showing the consolidated financial condition and results of operations of TVIP as of and for the quarter and year-to-date. The Borrower’s certificate included with the TVIP financial statements will, at a minimum, include a statement that such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with TVIP’s historical financial statements and (ii) present fairly, in all material respectsor if earlier, the financial condition and results next date Financial Statements are to be delivered pursuant to Section 6.3(b), such revised or updated Schedule(s) as may be necessary or appropriate to update or correct any information or disclosures provided on any of operations the Schedules delivered pursuant to this Agreement; provided that acceptance of TVIP. Borrower delivery thereof shall also promptly furnish to Agent true and correct copies not constitute a waiver by the Lenders of any and all financial statements, budgets, reports and other written information and materials furnished to Default or obtained by Borrower respecting TVIPUnmatured Default. (h) Promptly upon reasonable request after the Borrower’s receipt or preparation thereof, notice (together with copies, if applicable) of (i) the issuance of any notice of charges, cease-and-desist order (temporary or otherwise), or order to take affirmative action by any LenderGovernmental Authority against the Borrower, or any of its Subsidiaries, or any director, officer, employee, or agent of the Borrower or any of its Subsidiaries; (ii) the service of any notice of intention to remove from office or notice of intention to suspend from office by any Governmental Authority upon any director or officer of the Borrower or any of its Subsidiaries; (iii) the issuance of a notice of termination of the status of a Bank as an insured bank under the Federal Deposit Insurance Corporation Act, as amended; or (iv) the entering into of any agreement or memorandum of understanding between any Governmental Authority and the Borrower, any of its Subsidiaries, or any director, officer, employee, or agent of the Borrower or any of its Subsidiaries. (i) Promptly after the filing thereof, a true, correct, and complete copy of each Form 10- K, Form 10-Q, and Form 8-K filed by or on behalf of the Borrower or any Subsidiary with the Securities and Exchange Commission. (j) Promptly upon request therefore by the Administrative Agent, such information and documents (not otherwise required to be furnished under the Loan Documents Papers) respecting the business affairs, assets assets, and liabilities of the Borrower Companies, and Guarantors. Agent shall provide to each Lender copies of the such certifications, and documents, certificatesin addition to those mentioned in this Agreement, reports and written notices provided to Agent under this Section 8.1as reasonably requested.

Items to be Furnished. Borrower shall cause the following to be furnished to Agent from time to time: (a) Promptly after preparation, preparation and no later than ninety (90) days after the last day of each fiscal year of Borrower, audited annual financial statements of Borrower and its consolidated subsidiaries, together with related notes (including statements of income, cash flows and stockholders’ equity, and balance sheet) showing the consolidated financial condition and results of operations of Borrower and its consolidated subsidiaries as of, and for the year ended on, that last day (together with schedules showing the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation to the audited financial statements), accompanied by: (i) the opinion of an Accounting Firm, based on an audit using generally accepted standards, that no material modifications are required to the financial statements in order for the financial statements to conform with GAAP; and (ii) a Compliance Certificate with respect to such financial statements certifying (A) as to the Borrower’s and Guarantors’ compliance with the Financial Covenants and (B) that such financial statements were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower and Guarantors. (b) Promptly after preparation, preparation and no later than thirty forty-five (3045) days after the last day of each fiscal quarter of Borrower, internally-certified quarterly financial statements of Borrower and its consolidated subsidiaries (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) showing the consolidated financial condition and results of operations of Borrower, and its consolidated subsidiaries as of, and for the quarter and year-to-date (together with schedules showing the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation to the interim financial statements). The Borrower’s certificate included with the unaudited financial statements will, at a minimum, include a statement that such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with Borrower’s and Guarantors historical financial statements and (ii) present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower and Guarantors. (c) Promptly after preparation, and no later than January 15 of 90 calendar days following each subject fiscal year, an annual budget for Borrower (and its Subsidiaries) and TVIP for the current fiscal year, that (i) includes a statement of all of the material assumptions on which such budget is based, (ii) income statements and statements of cash flows for such fiscal year, as well as comparisons of such items to the corresponding quarters in the prior fiscal year, and (iii) integrates sales, gross profits, operating expenses, operating profit and cash flow projections, all prepared on the same basis and in similar detail as that on which operating results are reported (and in the case of cash flow projections, representing management’s good faith estimates of future financial performance based on historical performance), and including plans for personnel, Capital Expenditures and facilities. (d) No later than thirty (30) days after the end Concurrently with delivery of each fiscal quarter of Borrowerfinancial statements pursuant to Section 5.01(b), a Compliance Certificate, showing the (x) Borrower’s and Guarantors’ compliance with the Financial Covenants including the calculations required to establish whether the Borrower was in compliance with Section 10 6.22 of this AgreementAgreement and (y) a reconciliation of EBITDA to the Borrower’s publicly reported EBITDA to the extent it differs from the definition of EBITDA. (e) Promptly after receipt, a copy of each interim or special audit or review report and management letter issued by independent accountants with respect to Borrower or any Guarantor or their financial records. (f) Notice, promptly after Borrower or any Guarantor receives notice of, or otherwise becomes aware of, (i) the institution of any Litigation involving Borrower or any Guarantor which, if adversely determined, could reasonably be expected to result in a Material Adverse Event, (ii) any other event which could reasonably be expected to cause a Material Adverse Event, (iii) the obligation of Borrower or any Guarantor to remedy any violation of Environmental and Safety Law, (iv) any liability or alleged liability under any Environmental and Safety Law arising out of, or directly affecting, the properties or operations of such Borrower or any Guarantor, or (v) any Default or Potential Default, specifying the nature thereof and what action Borrower, and each Guarantor, has taken and is taking or proposes to take. (g) Promptly after preparation, and no later than thirty (30) days after the last day of each fiscal quarter of TVIP, internally prepared financial statements of TVIP (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) showing the consolidated financial condition and results of operations of TVIP as of and for the quarter and year-to-date. The Borrower’s certificate included with the TVIP financial statements will, at a minimum, include a statement that such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with TVIP’s historical financial statements and (ii) present fairly, in all material respects, the financial condition and results of operations of TVIP. Borrower shall also promptly furnish to Agent true and correct copies of any and all financial statements, budgets, reports and other written information and materials furnished to or obtained by Borrower respecting TVIP[Reserved.] (h) Promptly upon reasonable request by any Lender, Lender (x) information and documents not otherwise required to be furnished under the Loan Documents respecting the business affairs, assets and liabilities of the Borrower and GuarantorsGuarantors and (y) information and documentation reasonably requested by the Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. Agent shall provide to each Lender copies of the documents, certificates, reports and written notices provided to Agent under this Section 8.15.01. Notwithstanding the foregoing, the obligations to deliver financial statements in Sections 5.01(a) and (b) may be satisfied by furnishing (i) the applicable financial statements of BRP Group or (ii) Borrower’s or BRP Group’s, as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to clauses (i) and (ii), to the extent such information relates to BRP Group, such information is accompanied by information that explains in reasonable detail any material differences between the information relating to BRP Group, on the one hand, and the information relating to Borrower and Subsidiaries on a standalone basis, on the other hand which explanation may be qualitative if appropriate or can indicate that there are no material differences if accurate).

Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent from time for delivery to timeLenders: (a) Promptly after preparation, and no later than ninety (90) 90 days after the last day of each fiscal year of Borrower, audited financial statements of Borrower and its consolidated subsidiaries, together with related notes (including statements of income, cash flows and stockholders’ equity, and balance sheet) Financial Statements showing the consolidated and consolidating financial condition and results of operations of calculated for the Borrower and its on a consolidated subsidiaries basis, as of, and for the year ended on, that last day (together with schedules showing the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation to the audited financial statements)such day, each accompanied by: (i) the unqualified opinion of an Accounting Firma firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that no material modifications are required to the financial statements in order for the financial statements to conform with GAAP; and (ii) a Compliance Certificate with respect to such financial statements certifying (A) as to the Borrower’s and Guarantors’ compliance with the Financial Covenants and (B) that such financial statements Statements were prepared in accordance with GAAP and present fairly, in all material respects, fairly the consolidated financial condition and results of operations of the Companies; (i) with respect to the Financial Statements of the Borrower on a consolidated basis, a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and Guarantorsperiod of existence thereof; and (i) with respect to the Financial Statements of the Companies, a Compliance Certificate. (ba) Promptly after preparation, and no later than thirty (30) 45 days after the last day of each fiscal quarter of Borrower, internally-certified financial statements of Borrower and its consolidated subsidiaries (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) Financial Statements showing the consolidated financial condition and results of operations of Borrower, and its calculated for the Borrower on a consolidated subsidiaries as of, basis for such fiscal quarter and for the quarter and yearperiod from the beginning of the then-current fiscal year to-date (together , such last day, accompanied by a Compliance Certificate with schedules showing the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation respect to the interim financial statements). The Borrower’s certificate included with the unaudited financial statements will, at a minimum, include a statement that such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with Borrower’s and Guarantors historical financial statements and (ii) present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower and GuarantorsFinancial Statements. (ca) Promptly after preparation, and no later than January 15 of each subject fiscal year, an annual budget for Borrower (and its Subsidiaries) and TVIP for the current fiscal year, that (i) includes a statement of all of the material assumptions on which such budget is based, (ii) income statements and statements of cash flows for such fiscal year, as well as comparisons of such items to the corresponding quarters in the prior fiscal year, and (iii) integrates sales, gross profits, operating expenses, operating profit and cash flow projections, all prepared on the same basis and in similar detail as that on which operating results are reported (and in the case of cash flow projections, representing management’s good faith estimates of future financial performance based on historical performance), and including plans for personnel, Capital Expenditures and facilities. (d) No later than thirty (30) Within 45 days after the end of each fiscal quarter of Borrower, a Compliance Certificatemanagement report, showing reflecting results of operations, discussing the Borrower’s financial results and Guarantors’ compliance with comparing actual performance results to the Financial Covenants including the calculations required to establish whether the Borrower was in compliance with Section 10 of this Agreement. (e) Promptly after receipt, a copy of each interim or special audit or review report and management letter issued by independent accountants with respect to Borrower or any Guarantor or their financial records. (f) Notice, promptly after Borrower or any Guarantor receives notice of, or otherwise becomes aware of, (i) the institution of any Litigation involving Borrower or any Guarantor which, if adversely determined, could reasonably be expected to result in a Material Adverse Event, (ii) any other event which could reasonably be expected to cause a Material Adverse Event, (iii) the obligation of Borrower or any Guarantor to remedy any violation of Environmental and Safety Law, (iv) any liability or alleged liability under any Environmental and Safety Law arising out of, or directly affecting, the properties or operations of Budget for such Borrower or any Guarantor, or (v) any Default or Potential Default, specifying the nature thereof and what action Borrowerperiod, and each Guarantor, has taken and is taking or proposes to take. (g) Promptly after preparation, and no later than thirty (30) days after the last day of each fiscal quarter of TVIP, internally prepared financial statements of TVIP (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) showing the consolidated financial condition and results of operations of TVIP as of and for the quarter and year-to-date. The Borrower’s certificate included with the TVIP financial statements will, at a minimum, include a statement that such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with TVIP’s historical financial statements and (ii) present fairly, in all material respects, the financial condition and results of operations of TVIP. Borrower shall also promptly furnish to Agent true and correct copies of any and all financial statements, budgets, reports and other written information and materials furnished to or obtained by Borrower respecting TVIP. (h) Promptly upon reasonable request by any Lender, information and documents not otherwise required to be furnished under the Loan Documents respecting the business affairs, assets and liabilities outlining principal factors affecting performances of the Borrower on a consolidated basis, all in form and Guarantors. Agent shall provide substance satisfactory to each Lender copies of the documents, certificates, reports and written notices provided to Agent under this Section 8.1Administrative Agent.

Items to be Furnished. Borrower shall cause the following to be furnished to Agent from time to timeAgent: (a) Promptly after preparation, and no later than ninety one hundred (90100) days after the last day of each fiscal year of Borrower, audited financial statements of Borrower and its consolidated subsidiaries, together with related notes (including statements of income, cash flows and stockholders’ equity, and balance sheet) Financial Statements showing the consolidated financial condition and results of operations of Borrower and its consolidated subsidiaries the Companies as of, and for the year ended on, that last day (together with schedules showing the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation to the audited financial statements)day, accompanied by: (i) the unqualified opinion of an Accounting FirmBorrower's Accountants, based on an audit using generally accepted auditing standards, that no material modifications are required to the financial statements in order for the financial statements to conform with GAAP; and (ii) a Compliance Certificate with respect to such financial statements certifying (A) as to the Borrower’s and Guarantors’ compliance with the Financial Covenants and (B) that such financial statements Statements were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower the Companies, (ii) certificate from the accounting firm to Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained knowledge, the nature and Guarantorsperiod of existence thereof, and (iii) a Compliance Certificate with respect to the Financial Statements. (b) Promptly after preparation, and no later than thirty fifty (3050) days after the last day of each the first three fiscal quarter quarters of Borrower, internally-certified financial statements of Borrower and its consolidated subsidiaries (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) Financial Statements showing the consolidated financial condition and results of operations of Borrower, and its consolidated subsidiaries as of, the Companies for the fiscal quarter and for the quarter and period from the beginning of the current fiscal year to the last day of the fiscal quarter, subject to ordinary year-to-date (together end adjustments, accompanied by a Compliance Certificate with schedules showing the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation respect to the interim financial statements). The Borrower’s certificate included with the unaudited financial statements will, at a minimum, include a statement that such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with Borrower’s and Guarantors historical financial statements and (ii) present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower and GuarantorsFinancial Statements. (c) Promptly after preparation, and no later than January 15 of each subject fiscal year, an annual budget for Borrower (and its Subsidiaries) and TVIP for the current fiscal year, that (i) includes a statement of all of the material assumptions on which such budget is based, (ii) income statements and statements of cash flows for such fiscal year, as well as comparisons of such items to the corresponding quarters in the prior fiscal year, and (iii) integrates sales, gross profits, operating expenses, operating profit and cash flow projections, all prepared on the same basis and in similar detail as that on which operating results are reported (and in the case of cash flow projections, representing management’s good faith estimates of future financial performance based on historical performance), and including plans for personnel, Capital Expenditures and facilities. (d) No later than Within thirty (30) days after the end of each fiscal quarter year of Borrower, a Compliance Certificate, showing the Borrower’s and Guarantors’ compliance Borrower (commencing with the Financial Covenants including fiscal year ending March 31, 2003, in the calculations required to establish whether case of financial projections, and commencing with the fiscal year ending March 31, 2003, in the case of financial budgets), financial projections for the succeeding three (3) fiscal years and the financial budget for the next succeeding fiscal year, accompanied by a certificate executed by a Responsible Officer certifying that the projections and budget were prepared by Borrower was based on assumptions that, in compliance with Section 10 light of this Agreementthe historical performance of the Companies and their prospects for the future, are reasonable as of the date prepared. (ed) Promptly after receipt, a copy of each interim or special audit or review report and management letter issued by independent accountants Borrower's Accountants with respect to Borrower any Company or any Guarantor or their its financial records. (fe) Notice, promptly after Borrower knows or any Guarantor receives notice ofhas reason to know, or otherwise becomes aware of, of (i) the institution existence and status of any Litigation involving Borrower or any Guarantor whichthat, if determined adversely determinedto any Company, could reasonably would be expected to result in a Material Adverse Event, ; (ii) any change in any material fact or circumstance represented or warranted by any Company in any Loan Paper; (iii) the receipt by any Company of notice of any violation or alleged violation of ERISA or any Environmental Law (which individually or collectively with other event which violations or allegations could reasonably be expected to cause constitute a Material Adverse Event, (iii) the obligation of Borrower ); or any Guarantor to remedy any violation of Environmental and Safety Law, (iv) any liability or alleged liability under any Environmental and Safety Law arising out of, or directly affecting, the properties or operations of such Borrower or any Guarantor, or (v) any a Default or Potential Default, specifying the nature thereof and what action Borrowerthe Companies have taken, and each Guarantorare taking, has taken and is taking or proposes propose to take. (f) Promptly after filing, copies of all material reports or filings filed by or on behalf of any Company with any Tribunal. (g) Promptly after preparation, and no later than thirty (30) days after the last day of each fiscal quarter of TVIP, internally prepared financial statements of TVIP (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) showing the consolidated financial condition and results of operations of TVIP as of and for the quarter and year-to-date. The Borrower’s certificate included with the TVIP financial statements will, at a minimum, include a statement that such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with TVIP’s historical financial statements and (ii) present fairly, in all material respects, the financial condition and results of operations of TVIP. Borrower shall also promptly furnish to Agent true and correct copies of any and all financial statements, budgets, reports and other written information and materials furnished to or obtained by Borrower respecting TVIP. (h) Promptly upon reasonable request by any LenderAgent or Majority Lenders (through Agent), information and documents (not otherwise required to be furnished under the Loan Documents Papers) respecting the business affairs, assets assets, and liabilities of the Borrower Companies and Guarantors. Agent shall provide opinions, projections, certifications, and documents in addition to each Lender copies of the documents, certificates, reports and written notices provided to Agent under those mentioned in this Section 8.1Agreement.