Common use of Reporting and Information Requirements Clause in Contracts

Reporting and Information Requirements. The Borrower shall deliver or cause to be delivered to the Lender the following financial statements, data, reports and information, at the Borrower's own cost and expense: (i) Annual Audited Consolidated and Consolidating Financial Statements of the Borrower, its Subsidiaries and its Affiliates. As soon as available, but in any event within ninety (90) days after the close of each Fiscal Year of the Borrower, "audited" consolidated statements of income, retained earnings and a statement of cash flows for the Borrower, its Subsidiaries and its Affiliates for such Fiscal Year and a consolidated balance sheet for the Borrower, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, and notes to each, all as set forth in the Form 10-K filed with the United States Securities and Exchange Commission. Such consolidated financial statements shall be accompanied by an opinion of the Independent Certified Public Accountant, which opinion shall be free of exceptions or qualifications which is of "going concern" or like nature or which relates to a more limited scope of examination. Such opinion shall in any event contain a written statement of such accountants substantially to the effect that (a) such accountants examined the financial statements in accordance with Generally Accepted Auditing Standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances and (b) in the opinion of such accountants such financial statements present fairly the financial position and cash flows of the Borrower, its Subsidiaries and its Affiliates as of the end of such Fiscal Year, and the results of the Borrower's, its Subsidiaries' and its Affiliates' operations and the changes in their financial position for such Fiscal Year, in conformity with Generally Accepted Accounting Principles applied on a basis consistent with that of the preceding Fiscal Year. In addition to the delivery of the annual "audited" consolidated financial statements, the Borrower shall also deliver to the Lender, at the same time, an "unaudited" management prepared consolidating statement of income for the Borrower, its Subsidiaries and its Affiliates for such Fiscal Year and a consolidating balance sheet for the Borrower, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, all prepared and certified to the Lender by the Borrower's chief accounting officer in her capacity as an Authorized Officer.

Reporting and Information Requirements. The Borrower shall Company will -------------------------------------- maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver or cause to be delivered to the Lender the following financial statements, data, reports Agent and information, at the Borrower's own cost and expenseto each Bank: (ia) Annual Audited Consolidated and Consolidating Financial Statements of the Borrower, its Subsidiaries and its Affiliates. As as soon as available, but practicable and in any event within ninety (90) not later than 55 days after the close end of each Fiscal Year of the Borrowerfirst three fiscal quarters of the Company, "audited" consolidated balance sheets of the Company and its Subsidiaries as at the end of such period and for the fiscal year to date and the related consolidated statements of income, retained earnings consolidated statements of stockholders' equity and a statement consolidated statements of cash flows flow all in reasonable detail and certified by the Chief Financial Officer, Executive Vice President Finance or the Treasurer of the Company that the consolidated statements (and to the best of his or her belief, the consolidating statements) and other materials required by this clause (a) fairly present the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations for the Borrowerperiods indicated, its Subsidiaries subject to changes resulting from year-end audit and its Affiliates for such Fiscal Year normal year-end adjustments; (b) as soon as practicable and a consolidated balance sheet for the Borrower, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, and notes to each, all as set forth in the Form 10-K filed with the United States Securities and Exchange Commission. Such consolidated financial statements shall be accompanied by an opinion of the Independent Certified Public Accountant, which opinion shall be free of exceptions or qualifications which is of "going concern" or like nature or which relates to a more limited scope of examination. Such opinion shall in any event contain a written statement not later than 100 days after the end of each fiscal year of the Company, consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such accountants substantially year and the related consolidated (and, as to statements of income only, consolidated and consolidating) statements of income, stockholders' equity and cash flow of the effect that (a) Company and its Subsidiaries for such accountants examined fiscal year, setting forth in each case, in comparative form the financial statements consolidated figures for the previous year, all in accordance with Generally Accepted Auditing Standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances reasonable detail and (bi) in the opinion case of such consolidated financial statements, accompanied by a report thereon of Price Waterhouse or other independent accountants of recognized national standing selected by the Company which report shall state that such consolidated financial statements present fairly the financial position and cash flows of the Borrower, Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flow for the periods indicated in conformity with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards and (ii) in the case of such consolidating financial statements, certified by the chief financial or accounting officer of the Company; (c) together with each delivery of financial statements of the Company and its Affiliates as Subsidiaries pursuant to clauses (a) and (b) above, an Officers' Certificate (i) stating that the signers have reviewed the terms of this Agreement and the Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such Fiscal Yearaccounting period, and that the results signers do not have knowledge of the Borrower'sexistence as at the date of the Officers' Certificate, its Subsidiaries' of any condition or event which constitutes an Event of Default or Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof, and (ii) demonstrating in reasonable detail compliance during (to the extent required) and at the end of such accounting periods with the restrictions contained in Sections 7.5 and 7.6. (d) together with each delivery of consolidated financial statements of the Company and its Affiliates' operations Subsidiaries pursuant to clause (b) above, a written statement by the independent accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the changes in their financial position for such Fiscal YearNotes as they relate to accounting matters, and (ii) stating whether, in conformity connection with Generally Accepted Accounting Principles applied on their audit examination, any condition or event which constitutes an Event of Default or Default has come to their attention, and if such a basis consistent with condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not -------- be liable by reason of any failure to obtain knowledge of any such Event of Default or Default that would not be disclosed in the course of their audit examination. The Agent shall have the right, from time to time, to discuss the affairs of the preceding Fiscal Year. In addition Company directly with such independent certified public accountants; (e) promptly upon receipt thereof, copies of all reports submitted to the delivery Company (including, without limitation, the Company's Board of Directors) by the Company's independent accountants in connection with each annual, interim or special audit of the consolidated financial statements of the Company made by such accountants, including, without limitation, any comment letter submitted by such accountants to management in connection with their annual "audited" consolidated audit; (f) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower shall also deliver Company to its security holders or by any Subsidiary of the Company to its security holders other than the Company or another Subsidiary, and, promptly upon their becoming effective, and in any event within 15 days of filing, all regular and periodic reports and all registration statements and prospectuses that have been filed by the Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Person succeeding to any of its functions, and all press releases and other statements made available generally by the Company or any Subsidiary to the Lenderpublic concerning material developments in the business of the Company and its Subsidiaries; (g) promptly upon any executive officer of the Company obtaining knowledge (i) of any condition or event which constitutes an Event of Default or Default, at or becoming aware that the same timeAgent or any Bank has given any notice or taken any other action with respect to a claimed Event of Default or Default under this Agreement, (ii) of any condition or event which would be required to be disclosed in a current report filed by the Company with the Securities and Exchange Commission on Form 8-K (Items 1, 2, 4 and 6 of such Form as in effect on the date hereof) if the Company were required to file such reports under the Exchange Act, (iii) that any Person has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.1, (iv) of the institution of any litigation involving an "unaudited" management prepared consolidating statement alleged liability of income the Company or any of its Subsidiaries equal to or greater than $20,000,000 or any adverse determination in any litigation involving a potential liability of the Company or any of its Subsidiaries equal to or greater than $20,000,000, or (v) of a Material Adverse Effect, in each case an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto; (h) as soon as available but no later than March 31 of each year, copies of the Company's consolidated financial plan for the Borrowerthen current fiscal year as customarily prepared for internal use; (i) promptly after the acquisition of any Material Subsidiary, notice of such acquisition; (j) promptly upon any executive officer of the Company obtaining knowledge, notice of any change in the ratings on the Company's long-term unsecured Indebtedness by S&P, Xxxxx'x, Xxxx & Xxxxxx or Fitch; and (k) with reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries and its Affiliates for such Fiscal Year and a consolidating balance sheet for as from time to time may be reasonably requested by any Bank or the BorrowerAgent, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, all including any financial reports regularly prepared and certified to the Lender by the Borrower's chief accounting officer in her capacity as an Authorized OfficerCompany for internal use.

Reporting and Information Requirements. The Borrower Co-Borrowers shall deliver or cause to be delivered to the Lender Agent the following financial statements, data, reports and information, at the Borrower's Co-Borrowers' own cost and expense: (i) Annual Audited Consolidated and Consolidating Financial Statements of the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates. As soon as available, but in any event within ninety (90) days after the close of each Fiscal Year of the BorrowerCo-Borrowers, "audited" consolidated statements of income, retained earnings and a statement of cash flows for the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates for such Fiscal Year and a consolidated balance sheet for the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates as of the close of such Fiscal Year, and notes to each, all as set forth in the Form 10-K filed with the United States Securities and Exchange Commission. Such consolidated financial statements shall be accompanied by an opinion of the Independent Certified Public Accountant, which opinion shall be free of exceptions or qualifications which is of "going concern" or like nature or which relates to a more limited scope of examination. Such opinion shall in any event contain a written statement of such accountants substantially to the effect that (a) such accountants examined the financial statements in accordance with Generally Accepted Auditing Standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances and (b) in the opinion of such accountants such financial statements present fairly the financial position and cash flows of the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates as of the end of such Fiscal Year, and the results of the Borrower'sCo-Borrowers', its their Subsidiaries' and its Affiliates' operations and the changes in their financial position for such Fiscal Year, in conformity with Generally Accepted Accounting Principles applied on a basis consistent with that of the preceding Fiscal Year. In addition to the delivery of the annual "audited" consolidated financial statements, the Borrower Co-Borrowers shall also 106 deliver to the LenderAgent and each of the Lenders, at the same time, an "unaudited" management prepared consolidating statement of income for the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates for such Fiscal Year and a consolidating balance sheet for the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates as of the close of such Fiscal Year, all prepared and certified to the Lender Agent and the Lenders by the Borrower's Co-Borrowers' chief accounting officer in her capacity as an Authorized Officer.

Reporting and Information Requirements. (a) For so long as any of the Series A Preferred Stock is outstanding, the Corporation will permit any representatives designated by the holders of a majority of the outstanding shares of Series A Preferred Stock, during normal business hours and upon reasonable notice to (1) visit and inspect any of the properties of the Corporation and its Subsidiaries, (2) examine the corporate and financial records of the Corporation and its Subsidiaries and make copies thereof or extracts therefrom and (3) discuss the affairs, finances and accounts of any such companies with the directors, officers, key employees and independent accountants of the Corporation and its Subsidiaries; provided, that in no event shall such inspection impede or interrupt the normal business operations of the Corporation. The Borrower Corporation will reimburse the holders of the Series A Preferred Stock for their reasonable expenses (including travel) incurred under the preceding sentence for not more than one such examination per year. The presentation of an executed copy of these terms by the holders of a majority of the outstanding shares of Series A Preferred Stock to the Corporation's independent accountants will constitute the Corporation's permission to its independent accountants to participate in discussions with such persons. The holders of Series A Preferred Stock and their designated representative shall deliver maintain the confidentiality of any confidential and Proprietary Information so obtained by them or cause obtained by any board observer which is not otherwise available from other sources that are free from similar restrictions; provided, however, that the foregoing shall in no way limit or otherwise restrict the ability of the holders of Series A Preferred Stock or such authorized representatives to disclose any such information concerning the Corporation which they may be required to disclose (i) to their partners to the extent required to satisfy their fiduciary obligations to such persons (so long as the partners agree to be delivered bound by the confidentiality provisions hereof), or (ii) otherwise as required by law. The holders of the Series A Preferred Stock (i) acknowledge that they may, from time to time, be in possession of non-public information as a result of the Lender information regarding the following financial statementsCorporation granted to them hereunder, dataand (ii) agree not to trade in the securities of the Corporation while in possession of any material, reports and informationnon-public information in violation of applicable law. (b) For so long as any of the Series A Preferred Stock is outstanding, at the Borrower's own cost and expenseCorporation will furnish each Holder with the following: (i) Annual Audited Consolidated and Consolidating Financial Statements of the Borrower, its Subsidiaries and its Affiliates. As soon as availablepracticable, but and in any event case within ninety thirty (9030) days after the close end of each Fiscal Year calendar month, the monthly management reporting package in the form customarily prepared by the Corporation from time to time, but minimally including (A) an unaudited balance sheet as of the Borrowerlast day of such month, "audited" consolidated statements (B) an unaudited statement of incomeincome for such month, retained earnings together with a cumulative statement of income from the first day of the then current fiscal year to the last day of such month, and (C) a statement of cash flows for such month, and a comparison between the Borrower, its Subsidiaries and its Affiliates actual figures for such Fiscal Year month and a consolidated balance sheet the comparable figures (with respect to clauses (A) and (B) only) for the Borrower, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, and notes to each, all as set forth in the Form 10-K filed prior year period along with the United States Securities and Exchange Commissionmanagement commentary. Such consolidated The foregoing financial statements shall be accompanied by an opinion of the Independent Certified Public Accountant, which opinion shall be free of exceptions or qualifications which is of "going concern" or like nature or which relates to a more limited scope of examination. Such opinion shall in any event contain a written statement of such accountants substantially Officers' Certificate to the effect that (a) such accountants examined the financial statements fairly present in accordance with Generally Accepted Auditing Standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances and (b) in the opinion of such accountants such financial statements present fairly all material respects the financial position and cash flows financial results of the BorrowerCorporation for the fiscal period covered, its Subsidiaries qualified by the fact that the Corporation may need to make adjustments to the foregoing figures as determined by the Corporation's auditors in accordance with generally accepted accounting procedures. (ii) As soon as practicable and its Affiliates as of in any event within 90 days after the end of such Fiscal Yeareach fiscal year commencing with the fiscal year ending March 31, and 2002, an annual independent certified audit prepared by nationally recognized certified public accountants. (iii) Not later than the results beginning of each fiscal year, an annual operating plan with budget for the Corporation, including the Corporation's capital budget, for the coming fiscal year. (iv) Promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the Borrower's, its Subsidiaries' and its Affiliates' Corporation's operations and the changes in their financial position for such Fiscal Year, in conformity with Generally Accepted Accounting Principles applied on a basis consistent with that of the preceding Fiscal Year. In addition affairs given to the delivery Corporation by its independent accountants (and not otherwise contained in other materials provided pursuant to this Section 7.2). (v) Within fifteen days after transmission thereof, copies of the annual "audited" consolidated all financial statements, proxy statements, reports and any other general written communications which the Borrower shall also deliver Corporation sends to its shareholders and/or lenders and copies of all registration statements and all regular, special or periodic reports which it files, with the Securities and Exchange Commission or with any securities exchange on which any of its securities are then listed, and copies of all press releases and other statements made available generally by the Corporation to the Lenderpublic concerning material developments in the Corporation's business. (vi) From time to time upon request of any Holder, such other information as the Corporation is required by law to furnish to any stockholder on request. (c) The holders of a majority of the outstanding Series A Preferred Stock have the right (so long as the outstanding Series A Preferred Stock represents at least one-half of the shares of Series A Preferred Stock initially issued under the Purchase Agreement) to appoint one observer who shall have the right to attend all meetings of the board of directors of the Corporation and all committee meetings of such board; provided, however, that, so long as the holders of the Series A Preferred Stock, the Notes or the Warrants shall have the right to appoint such an observer, all shall appoint the same timeobserver, an "unaudited" management prepared consolidating statement the identity of income for which will be determined (i) by the Borrowerrequisite holders of the Notes until the principal and interest of the Notes are repaid in full, (ii) thereafter, by the holders of a majority of the outstanding Warrants, and (iii) thereafter, by the holders of the majority of the issued and outstanding Series A Preferred Stock. Notwithstanding anything to the contrary, the Corporation shall be entitled to exclude such observer from any board discussions (and withhold any related materials) materially affecting the relationship of the Corporation or any of its Subsidiaries to any holder of Series A Preferred Stock, the Warrants or the Notes. (d) If for any period the Corporation shall have any Subsidiary or Subsidiaries, then in respect of such period the financial statements delivered pursuant to subsections (i) and (ii) of Section 6(b) shall include consolidating (unaudited) and consolidated financial statements of the Corporation and its Affiliates for such Fiscal Year and a consolidating balance sheet for the Borrower, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, all prepared and certified to the Lender by the Borrower's chief accounting officer in her capacity as an Authorized OfficerSubsidiaries.

Reporting and Information Requirements. The Borrower shall Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver or cause to be delivered to the Lender the following financial statements, data, reports Administrative Agent and information, at the Borrower's own cost and expenseto each Lender: (ia) Annual Audited Consolidated and Consolidating Financial Statements of the Borrower, its Subsidiaries and its Affiliates. As as soon as available, but practicable and in any event within ninety (90) not later than 55 days after the close end of each Fiscal Year of the Borrowerfirst three fiscal quarters of the Company, "audited" consolidated balance sheets of the Company and its Subsidiaries as at the end of such period and for the fiscal year to date and the related consolidated statements of income, retained earnings consolidated statements of stockholders' equity and a statement consolidated statements of cash flows flow, all in reasonable detail and certified by the Chief Financial Officer, Executive Vice President Finance or Treasurer of the Company that the consolidated statements and other materials required by this clause (a) fairly present the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations for the Borrowerperiods indicated, its Subsidiaries subject to changes resulting from normal year-end audit adjustments; (b) as soon as practicable and its Affiliates for such Fiscal Year and a consolidated balance sheet for the Borrower, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, and notes to each, all as set forth in the Form 10-K filed with the United States Securities and Exchange Commission. Such consolidated financial statements shall be accompanied by an opinion of the Independent Certified Public Accountant, which opinion shall be free of exceptions or qualifications which is of "going concern" or like nature or which relates to a more limited scope of examination. Such opinion shall in any event contain a written statement not later than 100 days after the end of each fiscal year of the Company, consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such accountants substantially year and the related consolidated (and, as to statements of income only, consolidating) statements of income, stockholders' equity and cash flow of the effect that (a) Company and its Subsidiaries for such accountants examined fiscal year, setting forth in each case in comparative form the financial statements consolidated figures for the previous year, all in accordance with Generally Accepted Auditing Standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances reasonable detail and (bi) in the opinion case of such consolidated financial statements, accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position and cash flows of the Borrower, Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flow for the periods indicated in conformity with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, and (ii) in the case of such consolidating financial statements, certified (to the best of his or her belief) by the chief financial officer or chief accounting officer of the Company; (c) together with each delivery of financial statements of the Company and its Affiliates as Subsidiaries pursuant to clauses (a) and (b) above, an Officers' Certificate (i) stating that the signers have reviewed the terms of this Agreement and the Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such Fiscal Yearaccounting period, and that the results signers do not have knowledge of the Borrower'sexistence as at the date of the Officers' Certificate, its Subsidiaries' of any condition or event which constitutes an Event of Default or Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof, and (ii) demonstrating in reasonable detail compliance during (to the extent required) and at the end of such accounting periods with the restrictions contained in Sections 7.05 and 7.06. ------------- ---- (d) together with each delivery of consolidated financial statements of the Company and its Affiliates' operations Subsidiaries pursuant to clause (b) above, a written statement by the independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the changes in their financial position for such Fiscal YearNotes as they relate to accounting matters, and (ii) stating whether, in conformity connection with Generally Accepted Accounting Principles applied on their audit examination, any condition or event which constitutes an Event of Default or Default has come to their attention, and if such a basis consistent with condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not -------- be liable by reason of any failure to obtain knowledge of any such Event of Default or Default that would not be disclosed in the course of their audit examination. The Administrative Agent shall have the right, from time to time, to discuss the affairs of the preceding Fiscal Year. In addition Company directly with such independent certified public accountants; (e) promptly upon receipt thereof, copies of all reports submitted to the delivery Company (including the Company's Board of Directors) by the Company's independent certified public accountants in connection with each annual, interim or special audit of the consolidated financial statements of the Company made by such accountants, including any comment letter submitted by such accountants to management in connection with their annual "audited" consolidated audit; (f) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower shall also deliver Company to its security holders or by any Subsidiary of the Company to its security holders other than the Company or another Subsidiary, and, promptly upon their becoming effective, and in any event within 15 days of filing, all regular and periodic reports and all registration statements and prospectuses that have been filed by the Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Person succeeding to any of its functions, and all press releases and other statements made available generally by the Company or any Subsidiary to the Lenderpublic concerning material developments in the business of the Company and its Subsidiaries; (g) promptly upon any executive officer of the Company obtaining knowledge (i) of any condition or event which constitutes an Event of Default or Default, at or becoming aware that the same timeAdministrative Agent or any Lender has given any notice or taken any other action with respect to a claimed Event of Default or Default under this Agreement, (ii) of any condition or event required to be disclosed in a current report to be filed by the Company with the Securities -29- and Exchange Commission on Form 8-K (Items 1, 2, 4 and 6 of such Form as in effect on the date hereof), (iii) that any Person has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to a claimed default or event or condition of any type referred to in Section ------- 8.01, (iv) of the institution of any litigation involving an "unaudited" management prepared consolidating statement alleged liability ---- of income the Company or any of its Subsidiaries equal to or greater than $20,000,000 or any adverse determination in any litigation involving a potential liability of the Company or any of its Subsidiaries equal to or greater than $20,000,000, or (v) of a Material Adverse Effect, in each case an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such Person and the nature of such claimed default, Event of Default, Default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto; (h) as soon as available but no later than March 31 of each year, copies of the Company's consolidated financial plan for the Borrowerthen current fiscal year as customarily prepared for internal use; (i) promptly after the acquisition of any Material Subsidiary, notice of such acquisition; (j) promptly upon any executive officer of the Company obtaining knowledge of any such change, notice of any change in the ratings on the Company's long- term unsecured Indebtedness by S&P, Xxxxx'x or Fitch; and (k) with reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries and its Affiliates for such Fiscal Year and a consolidating balance sheet for as from time to time may be reasonably requested by any Lender or the BorrowerAdministrative Agent, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, all including any financial reports regularly prepared and certified to the Lender by the Borrower's chief accounting officer in her capacity as an Authorized OfficerCompany for internal use.

Reporting and Information Requirements. The Borrower shall deliver or cause to be delivered to the Lender the following financial statements, data, reports and information, at the Borrower's own cost and expense: (i) Annual Audited "Audited" Consolidated and Consolidating Financial Statements of the Borrower, its Subsidiaries the Corporate Guarantors and its Affiliatesany Subsidiary. As soon as available, but in any event within ninety (90) days after the close of each Fiscal Year of the Borrower, "audited" consolidated and consolidating statements of income, retained earnings income and a statement of cash flows and a consolidated statement of retained earnings for the Borrower, its Subsidiaries the Corporate Guarantors and its Affiliates any Subsidiary for such Fiscal Year and a consolidated and consolidating balance sheet for of the Borrower, its Subsidiaries the Corporate Guarantors and its Affiliates any Subsidiary as of the close of such Fiscal Year, and notes to each, all as set in reasonable detail, setting forth in comparative form the Form 10-K filed with corresponding figures for the United States Securities and Exchange Commissionpreceding Fiscal Year. Such consolidated financial statements shall be accompanied by an opinion of the Independent Certified Public Accountant, which opinion shall be signed by such Independent Certified Public Accountant. The opinion of such accountants shall be free of exceptions or qualifications not acceptable to the Lender, and in any event shall be free of any exception or qualification which is of "going concern" or like nature or which relates to a more limited scope of examination. Such opinion examination and shall in any event contain a written statement of such accountants substantially be otherwise acceptable to the effect that (a) such accountants examined the financial statements in accordance with Generally Accepted Auditing Standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances and (b) in the opinion of such accountants such financial statements present fairly the financial position and cash flows of the Borrower, its Subsidiaries and its Affiliates as of the end of such Fiscal Year, and the results of the Borrower's, its Subsidiaries' and its Affiliates' operations and the changes in their financial position for such Fiscal Year, in conformity with Generally Accepted Accounting Principles applied on a basis consistent with that of the preceding Fiscal YearLender. In addition to the delivery of the annual "audited" consolidated financial statements, the Borrower shall also deliver to the Lender, at the same time, an "unaudited" management prepared consolidating statement of income and retained earnings for the Borrower, its Subsidiaries the Corporate Guarantors and its Affiliates any Subsidiary for such Fiscal Year and a consolidating balance sheet for the BorrowerBorrowers , its Subsidiaries the Corporate Guarantors and its Affiliates any Subsidiary as of the close of such Fiscal Year, all prepared and certified to the Lender by the Borrower's chief accounting officer in her his capacity as an Authorized Officer.

Reporting and Information Requirements. The Borrower shall deliver or cause to be delivered to the Lender the following financial statements, data, reports and information, at the Borrower's own cost and expense: (ia) Annual Audited Consolidated and Consolidating Financial Statements of the Borrower, its Subsidiaries and its AffiliatesAudit Reports. As soon as availablepracticable, but and in any event -------------------- within ninety (90) 90 days after the close of each Fiscal Year of fiscal year, the BorrowerBorrower shall furnish to the Administrative Agent, "audited" with a copy for each Bank, consolidated and consolidating statements of income, retained earnings and a statement changes in financial position and cash flow statements of cash flows for the Borrower, its Subsidiaries Borrower and its Affiliates Consolidated Subsidiaries (including Unrestricted Subsidiaries) for such Fiscal Year fiscal year and a consolidated and consolidating balance sheet for of the Borrower, its Subsidiaries Borrower and its Affiliates Consolidated Subsidiaries (including Unrestricted Subsidiaries) as of the close of such Fiscal Yearfiscal year, and notes to each, all as set in reasonable detail, setting forth in comparative form the Form 10-K filed corresponding figures for the preceding fiscal year, with such consolidated statements and balance sheet to be certified by independent certified public accountants of recognized national standing selected by the United States Securities Borrower and Exchange Commissionsatisfactory to the Banks. Such consolidated financial statements shall be accompanied by an opinion The certificate or report of the Independent Certified Public Accountant, which opinion such accountants shall be free of exceptions or qualifications which is not acceptable to the Banks (and in any event shall be free of "any exception, qualification or explanation relating to ability to continue as a going concern" or like nature or which relates to a more , limited scope of examination. Such opinion examination or independence), a copy of such certificate or report shall be addressed to the Banks and signed by such independent public accountants, and such certificate or report shall in any event contain a written statement of such accountants substantially to the effect that (ai) such accountants examined the financial such consolidated statements and balance sheet in accordance with Generally Accepted Auditing Standards generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under in the circumstances circumstances, and (bii) in the opinion of such accountants such financial consolidated statements and balance sheet present fairly the financial position and cash flows of the Borrower, its Subsidiaries Borrower and its Affiliates Consolidated Subsidiaries (including Unrestricted Subsidiaries) as of the end of such Fiscal Year, fiscal year and the results of the Borrower's, its Subsidiaries' and its Affiliates' their operations and the changes in their financial position for such Fiscal Yearfiscal year, in conformity with Generally Accepted Accounting Principles GAAP applied on a basis consistent with that of the preceding Fiscal Yearfiscal year (except for changes in application in which such accountants concur). In addition Simultaneously, with the delivery to the delivery Administrative Agent of the annual "audited" consolidated financial statementsstatements required by this Section 6.01(a), the Borrower shall also deliver furnish to the LenderAdministrative Agent, at with a copy for each Bank, the same time, an "unaudited" management prepared consolidating statement of income for the Borrower, its Subsidiaries and its Affiliates for such Fiscal Year and a consolidating balance sheet for the Borrower, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, all prepared and certified certificate required pursuant to the Lender by the Borrower's chief accounting officer in her capacity as an Authorized OfficerSection 2.06(b).

Reporting and Information Requirements. The Borrower shall -------------------------------------- deliver or cause to be delivered to the Lender the following financial statements, data, reports and information, at the Borrower's own cost and expense: (i) Annual Audited "Audited" Consolidated and Consolidating Financial Statements of the --------------------------------------------------------- Borrower, its the Guarantors and their respective Subsidiaries and its Affiliates. . (a) As soon as available, but in any event within ninety (90) days after the close of each Fiscal Year of the Borrower, "audited" consolidated statements of income, retained earnings and a statement of cash flows for the Borrower, its the Guarantors, their respective Subsidiaries and its Affiliates for such Fiscal Year and a consolidated balance sheet for of the Borrower, its the Guarantors, their respective Subsidiaries and its Affiliates as of the close of such Fiscal Year, and notes to each, all as set forth in the Form 10-K filed by Saga Systems with the United States Securities and Exchange CommissionSEC, setting forth in comparative form the corresponding figures for the preceding Fiscal Year. Such consolidated financial statements shall be accompanied by an opinion of the Independent Certified Public Accountant, which opinion shall be signed by such Independent Certified Public Accountant. The opinion of the Independent Certified Public Accountant shall be free of exceptions or qualifications not acceptable to the Lender and, in any event, shall be free of any exception or qualification which is of "going concern" or like nature or which relates to a more limited scope of examinationexamination and shall be otherwise acceptable to the Lender. Such opinion shall in any event contain a written statement of such accountants the Independent Certified Public Accountant substantially to the effect that (a) such accountants the Independent Certified Public Accountant examined the financial statements in accordance with Generally Accepted Auditing Standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants the Independent Certified Public Accountant considered necessary under the circumstances and (b) in the opinion of such accountants the Independent Certified Public Accountant such financial statements present fairly the financial position and cash flows of the Borrower, its the Guarantors, their respective Subsidiaries and its Affiliates as of the end of such Fiscal Year, and the results of the Borrower's, its the Guarantors', their respective Subsidiaries' and its Affiliates' operations and the changes in their financial position for such Fiscal Year, in conformity with Generally Accepted Accounting Principles applied on a basis consistent with that of the preceding Fiscal Year. In addition to the delivery of the annual "audited" consolidated financial statements, the Borrower shall also deliver to the Lender, at the same time, an "unaudited" management prepared consolidating statement of income for the Borrower, its Subsidiaries and its Affiliates for such Fiscal Year and a consolidating balance sheet for the Borrower, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, all prepared and certified to the Lender by the Borrower's chief accounting officer in her capacity as an Authorized Officer.

Reporting and Information Requirements. The Borrower shall Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver or cause to be delivered to the Lender the following financial statements, data, reports Administrative Agent and information, at the Borrower's own cost and expenseto each Bank: (ia) Annual Audited Consolidated and Consolidating Financial Statements of the Borrower, its Subsidiaries and its Affiliates. As as soon as available, but practicable and in any event within ninety (90) not later than 55 days after the close end of each Fiscal Year of the Borrowerfirst three fiscal quarters of the Company, "audited" consolidated balance sheets of the Company and its Subsidiaries as at the end of such period and for the fiscal year to date and the related consolidated statements of income, retained earnings consolidated statements of stockholders' equity and a statement consolidated statements of cash flows flow all in reasonable detail and certified by the Chief Financial Officer, Executive Vice President Finance or the Treasurer of the Company that the consolidated statements (and to the best of his or her belief, the consolidating statements) and other materials required by this clause (a) fairly present the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations for the Borrowerperiods indicated, its Subsidiaries subject to changes resulting from year-end audit and its Affiliates for such Fiscal Year normal year-end adjustments; (b) as soon as practicable and a consolidated balance sheet for the Borrower, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, and notes to each, all as set forth in the Form 10-K filed with the United States Securities and Exchange Commission. Such consolidated financial statements shall be accompanied by an opinion of the Independent Certified Public Accountant, which opinion shall be free of exceptions or qualifications which is of "going concern" or like nature or which relates to a more limited scope of examination. Such opinion shall in any event contain a written statement not later than 100 days after the end of each fiscal year of the Company, consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such accountants substantially year and the related consolidated (and, as to statements of income only, consolidated and consolidating) statements of income, stockholders' equity and cash flow of the effect that (a) Company and its Subsidiaries for such accountants examined fiscal year, setting forth in each case, in comparative form the financial statements consolidated figures for the previous year, all in accordance with Generally Accepted Auditing Standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances reasonable detail and (bi) in the opinion case of such consolidated financial statements, accompanied by a report thereon of Price Waterhouse or other independent accountants of recognized national standing selected by the Company which report shall state that such consolidated financial statements present fairly the financial position and cash flows of the Borrower, Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flow for the periods indicated in conformity with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards and (ii) in the case of such consolidating financial statements, certified by the chief financial or accounting officer of the Company; (c) together with each delivery of financial statements of the Company and its Affiliates as Subsidiaries pursuant to clauses (a) and (b) above, an Officers' Certificate (i) stating that the signers have reviewed the terms of this Agreement and the Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such Fiscal Yearaccounting period, and that the results signers do not have knowledge of the Borrower'sexistence as at the date of the Officers' Certificate, its Subsidiaries' of any condition or event which constitutes an Event of Default or Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof, and (ii) demonstrating in reasonable detail compliance during (to the extent required) and at the end of such accounting periods with the restrictions contained in Sections 7.05 and 7.06. ------------- ---- (d) together with each delivery of consolidated financial statements of the Company and its Affiliates' operations Subsidiaries pursuant to clause (b) above, a written statement by the independent accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the changes in their financial position for such Fiscal YearNotes as they relate to accounting matters, and (ii) stating whether, in conformity connection with Generally Accepted Accounting Principles applied on their audit examination, any condition or event which constitutes an Event of Default or Default has come to their attention, and if such a basis consistent with condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable -------- by reason of any failure to obtain knowledge of any such Event of Default or Default that would not be disclosed in the course of their audit examination. The Administrative Agent shall have the right, from time to time, to discuss the affairs of the preceding Fiscal Year. In addition Company directly with such independent certified public accountants; (e) promptly upon receipt thereof, copies of all reports submitted to the delivery Company (including, without limitation, the Company's Board of Directors) by the Company's independent accountants in connection with each annual, interim or special audit of the consolidated financial statements of the Company made by such accountants, including, without limitation, any comment letter submitted by such accountants to management in connection with their annual "audited" consolidated audit; (f) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower shall also deliver Company to its security holders or by any Subsidiary of the Company to its security holders other than the Company or another Subsidiary, and, promptly upon their becoming effective, and in any event within 15 days of filing, all regular and periodic reports and all registration statements and prospectuses that have been filed by the Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Person succeeding to any of its functions, and all press releases and other statements made available generally by the Company or any Subsidiary to the Lenderpublic concerning material developments in the business of the Company and its Subsidiaries; (g) promptly upon any executive officer of the Company obtaining knowledge (i) of any condition or event which constitutes an Event of Default or Default, at or becoming aware that the same timeAdministrative Agent or any Bank has given any notice or taken any other action with respect to a claimed Event of Default or Default under this Agreement, (ii) of any condition or event which would be required to be disclosed in a current report filed by the Company with the Securities and Exchange Commission on Form 8-K (Items 1, 2, 4 and 6 of such Form as in effect on the date hereof) if the Company were required to file such reports under the Exchange Act, (iii) that any Person has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.01, (iv) of ------------ the institution of any litigation involving an "unaudited" management prepared consolidating statement alleged liability of income the Company or any of its Subsidiaries equal to or greater than $20,000,000 or any adverse determination in any litigation involving a potential liability of the Company or any of its Subsidiaries equal to or greater than $20,000,000, or (v) of a Material Adverse Effect, in each case an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto; (h) as soon as available but no later than March 31 of each year, copies of the Company's consolidated financial plan for the Borrowerthen current fiscal year as customarily prepared for internal use; (i) promptly after the acquisition of any Material Subsidiary, notice of such acquisition; (j) promptly upon any executive officer of the Company obtaining knowledge, notice of any change in the ratings on the Company's long-term unsecured Indebtedness by S&P, Xxxxx'x and, Fitch; and (k) with reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries and its Affiliates for such Fiscal Year and a consolidating balance sheet for as from time to time may be reasonably requested by any Bank or the BorrowerAdministrative Agent, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, all including any financial reports regularly prepared and certified to the Lender by the Borrower's chief accounting officer in her capacity as an Authorized OfficerCompany for internal use.

Reporting and Information Requirements. The Borrower shall Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver or cause to be delivered to the Lender the following financial statements, data, reports Administrative Agent and information, at the Borrower's own cost and expenseto each Bank: (ia) Annual Audited Consolidated and Consolidating Financial Statements of the Borrower, its Subsidiaries and its Affiliates. As as soon as available, but practicable and in any event within ninety (90) not later than 55 days after the close end of each Fiscal Year of the Borrowerfirst three fiscal quarters of the Company, "audited" consolidated balance sheets of the Company and its Subsidiaries as at the end of such period and for the fiscal year to date and the related consolidated statements of income, retained earnings consolidated statements of stockholders' equity and a statement consolidated statements of cash flows flow all in reasonable detail and certified by the Chief Financial Officer, Executive Vice President Finance or the Treasurer of the Company that the consolidated statements (and to the best of his or her belief, the consolidating statements) and other materials required by this clause (a) fairly present the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations for the Borrowerperiods indicated, its Subsidiaries subject to changes resulting from year-end audit and its Affiliates for such Fiscal Year normal year-end adjustments; (b) as soon as practicable and a consolidated balance sheet for the Borrower, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, and notes to each, all as set forth in the Form 10-K filed with the United States Securities and Exchange Commission. Such consolidated financial statements shall be accompanied by an opinion of the Independent Certified Public Accountant, which opinion shall be free of exceptions or qualifications which is of "going concern" or like nature or which relates to a more limited scope of examination. Such opinion shall in any event contain a written statement not later than 100 days after the end of each fiscal year of the Company, consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such accountants substantially year and the related consolidated (and, as to statements of income only, consolidated and consolidating) statements of income, stockholders' equity and cash flow of the effect that (a) Company and its Subsidiaries for such accountants examined fiscal year, setting forth in each case, in comparative form the financial statements consolidated figures for the previous year, all in accordance with Generally Accepted Auditing Standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances reasonable detail and (bi) in the opinion case of such consolidated financial statements, accompanied by a report thereon of Price Waterhouse or other independent accountants of recognized national standing selected by the Company which report shall state that such consolidated financial statements present fairly the financial position and cash flows of the Borrower, Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flow for the periods indicated in conformity with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards and (ii) in the case of such consolidating financial statements, certified by the chief financial or accounting officer of the Company; (c) together with each delivery of financial statements of the Company and its Affiliates as Subsidiaries pursuant to clauses (a) and (b) above, an Officers' Certificate (i) stating that the signers have reviewed the terms of this Agreement and the Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such Fiscal Yearaccounting period, and that the results signers do not have knowledge of the Borrower'sexistence as at the date of the Officers' Certificate, its Subsidiaries' of any condition or event which constitutes an Event of Default or Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof, and (ii) demonstrating in reasonable detail compliance during (to the extent required) and at the end of such accounting periods with the restrictions contained in Sections 7.05 and 7.06. ------------- ---- (d) together with each delivery of consolidated financial statements of the Company and its Affiliates' operations Subsidiaries pursuant to clause (b) above, a written statement by the independent accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the changes in their financial position for such Fiscal YearNotes as they relate to accounting matters, and (ii) stating whether, in conformity connection with Generally Accepted Accounting Principles applied on their audit examination, any condition or event which constitutes an Event of Default or Default has come to their attention, and if such a basis consistent with condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not -------- be liable by reason of any failure to obtain knowledge of any such Event of Default or Default that would not be disclosed in the course of their audit examination. The Administrative Agent shall have the right, from time to time, to discuss the affairs of the preceding Fiscal Year. In addition Company directly with such independent certified public accountants; (e) promptly upon receipt thereof, copies of all reports submitted to the delivery Company (including, without limitation, the Company's Board of Directors) by the Company's independent accountants in connection with each annual, interim or special audit of the consolidated financial statements of the Company made by such accountants, including, without limitation, any comment letter submitted by such accountants to management in connection with their annual "audited" consolidated audit; (f) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower shall also deliver Company to its security holders or by any Subsidiary of the Company to its security holders other than the Company or another Subsidiary, and, promptly upon their becoming effective, and in any event within 15 days of filing, all regular and periodic reports and all registration statements and prospectuses that have been filed by the Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Person succeeding to any of its functions, and all press releases and other statements made available generally by the Company or any Subsidiary to the Lenderpublic concerning material developments in the business of the Company and its Subsidiaries; (g) promptly upon any executive officer of the Company obtaining knowledge (i) of any condition or event which constitutes an Event of Default or Default, at or becoming aware that the same timeAdministrative Agent or any Bank has given any notice or taken any other action with respect to a claimed Event of Default or Default under this Agreement, (ii) of any condition or event which would be required to be disclosed in a current report filed by the Company with the Securities and Exchange Commission on Form 8-K (Items 1, 2, 4 and 6 of such Form as in effect on the date hereof) if the Company were required to file such reports under the Exchange Act, (iii) that any Person has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.01, (iv) of the institution of any litigation involving an "unaudited" management prepared consolidating statement alleged ------------ liability of income the Company or any of its Subsidiaries equal to or greater than $20,000,000 or any adverse determination in any litigation involving a potential liability of the Company or any of its Subsidiaries equal to or greater than $20,000,000, or (v) of a Material Adverse Effect, in each case an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto; (h) as soon as available but no later than March 31 of each year, copies of the Company's consolidated financial plan for the Borrowerthen current fiscal year as customarily prepared for internal use; (i) promptly after the acquisition of any Material Subsidiary, notice of such acquisition; (j) promptly upon any executive officer of the Company obtaining knowledge, notice of any change in the ratings on the Company's long-term unsecured Indebtedness by S&P, Xxxxx'x and, Xxxx & Xxxxxx; (k) promptly after any discovery or determination thereof, notice that the Year 2000 Problem (as defined in Section 5.20) has resulted in, or is reasonably ------------ expected to result in, a Material Adverse Effect; and (l) with reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries and its Affiliates for such Fiscal Year and a consolidating balance sheet for as from time to time may be reasonably requested by any Bank or the BorrowerAdministrative Agent, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, all including any financial reports regularly prepared and certified to the Lender by the Borrower's chief accounting officer in her capacity as an Authorized OfficerCompany for internal use.

Reporting and Information Requirements. The Borrower Co-Borrowers shall deliver or cause to be delivered to the Lender Agent the following financial statements, data, reports and information, at the Borrower's Co-Borrowers' own cost and expense: (i) Annual Audited Consolidated and Consolidating Financial Statements of the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates. As soon as available, but in any event within ninety (90) days after the close of each Fiscal Year of the BorrowerCo-Borrowers, "audited" consolidated statements of income, retained earnings and a statement of cash flows for the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates for such Fiscal Year and a consolidated balance sheet for the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates as of the close of such Fiscal Year, and notes to each, all as set forth in the Form 10-K filed with the United States Securities and Exchange Commission. Such consolidated financial statements shall be accompanied by an opinion of the Independent Certified Public Accountant, which opinion shall be free of exceptions or qualifications which is of "going concern" or like nature or which relates to a more limited scope of examination. Such opinion shall in any event contain a written statement of such accountants substantially to the effect that (a) such accountants examined the financial statements in accordance with Generally Accepted Auditing Standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances and (b) in the opinion of such accountants such financial statements present fairly the financial position and cash flows of the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates as of the end of such Fiscal Year, and the results of the Borrower'sCo-Borrowers', its their Subsidiaries' and its Affiliates' operations and the changes in their financial position for such Fiscal Year, in conformity with Generally Accepted Accounting Principles applied on a basis consistent with that of the preceding Fiscal Year. In addition to the delivery of the annual "audited" consolidated financial statements, the Borrower Co-Borrowers shall also deliver to the LenderAgent and each of the Lenders, at the same time, an "unaudited" management prepared consolidating statement of income for the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates for such Fiscal Year and a consolidating balance sheet for the BorrowerCo-Borrowers, its their Subsidiaries and its Affiliates as of the close of such Fiscal Year, all prepared and certified to the Lender Agent and the Lenders by the Borrower's Co-Borrowers' chief accounting officer in her capacity as an Authorized Officer.

Reporting and Information Requirements. The Borrower shall deliver or cause to be delivered to the Lender the following financial statements, data, reports and information, at the Borrower's own cost and expense:(a) Annual Financial Statements. (i) Annual Audited Consolidated and Consolidating Financial Statements of the Borrower, its Subsidiaries and its Affiliates. As soon as available, but practicable and in any event within ninety (90) 90 days after the close of each Fiscal Year fiscal year of the BorrowerParent, "audited" the Borrower shall cause the Parent to furnish to CIT a consolidated statements of income, retained earnings and a consolidating statement of operations and cash flows for of the Borrower, its Subsidiaries Parent and its Affiliates consolidated Subsidiaries for such Fiscal Year fiscal year and a consolidated and consolidating balance sheet for of the Borrower, its Subsidiaries Parent and its Affiliates consolidated Subsidiaries as of the close of such Fiscal Yearfiscal year, and notes to each, all as set in reasonable detail, setting forth in comparative form the Form 10-K filed corresponding figures for the preceding fiscal year, with such statements and balance sheet to be certified by independent certified public accountants of recognized national standing selected by the United States Securities Parent and Exchange Commissionreasonably satisfactory to CIT. Such consolidated financial statements shall be accompanied by an opinion The certificate or report of the Independent Certified Public Accountant, which opinion such accountants shall be free of exceptions or qualifications which is of "going concern" or like nature or which relates to (including, without limitation, a more limited scope of examination. Such opinion qualification that the financial statements are not fairly presented) and shall in any event contain a written statement of such accountants substantially to the effect that (ai) such accountants examined the financial such statements and balance sheet in accordance with Generally Accepted Auditing Standards generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under in the circumstances and (bii) in the opinion of such accountants such financial statements and balance sheets present fairly fairly, in all material respects, the consolidated financial position and cash flows of the Borrower, its Subsidiaries Parent and its Affiliates consolidated Subsidiaries as of the end of such Fiscal Year, fiscal year and the results of the Borrower's, its Subsidiaries' and its Affiliates' operations and the changes in their its financial position for such Fiscal Yearfiscal year, in conformity with Generally Accepted Accounting Principles GAAP applied on a basis consistent with that of the preceding Fiscal Year. In addition to the delivery fiscal year (except for changes in application in which such accountants concur and any financial reporting implications of the annual "audited" consolidated financial statementsChapter 11 Cases). A copy of such certificate or report shall be delivered to CIT and signed by such independent public accountants and, as soon as available, a copy of any management letter received by the Borrower shall also deliver to the Lender, at the same time, an "unaudited" management prepared consolidating statement of income for the Borrower, its Subsidiaries and its Affiliates for such Fiscal Year and a consolidating balance sheet for the Borrower, its Subsidiaries and its Affiliates as Parent or any of the close Obligors from its independent public accountants, shall be delivered to CIT. (ii) Each set of statements and balance sheets delivered pursuant to this Section 9.01(a) shall be accompanied by a certificate or report dated the date of such Fiscal Year, all prepared statements and certified to the Lender balance sheets by the Borrower's chief accountants who certified or reported on such statements and balance sheets stating in substance that they have reviewed this Agreement as it relates to accounting officer matters and that in her capacity as an Authorized Officermaking the examination necessary for their certification of such statements and balance sheets they did not become aware of any Event of Default or Potential Default based upon any financial covenant, or if they did become so aware, such certificate or report shall state the nature and period of existence thereof, if determinable.

Reporting and Information Requirements. The Borrower shall Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company will deliver or cause to be delivered to the Lender the following financial statements, data, reports Agent and information, at the Borrower's own cost and expenseto each Bank: (ia) Annual Audited Consolidated and Consolidating Financial Statements of the Borrower, its Subsidiaries and its Affiliates. As as soon as available, but practicable and in any event within ninety (90) not later than 55 days after the close end of each Fiscal Year of the Borrowerfirst three fiscal quarters of the Company, "audited" consolidated balance sheets of the Company and its Subsidiaries as at the end of such period and for the fiscal year to date and the related consolidated statements of income, retained earnings consolidated statements of stockholders' equity and a statement consolidated statements of cash flows flow all in reasonable detail and certified by the Chief Financial Officer, Executive Vice President Finance or the Treasurer of the Company that the consolidated statements (and to the best of his or her belief, the consolidating statements) and other materials required by this clause (a) fairly present the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations for the Borrowerperiods indicated, its Subsidiaries subject to changes resulting from year-end audit and its Affiliates for such Fiscal Year normal year-end adjustments; (b) as soon as practicable and a consolidated balance sheet for the Borrower, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, and notes to each, all as set forth in the Form 10-K filed with the United States Securities and Exchange Commission. Such consolidated financial statements shall be accompanied by an opinion of the Independent Certified Public Accountant, which opinion shall be free of exceptions or qualifications which is of "going concern" or like nature or which relates to a more limited scope of examination. Such opinion shall in any event contain a written statement not later than 100 days after the end of each fiscal year of the Company, consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such accountants substantially year and the related consolidated (and, as to statements of income only, consolidated and consolidating) statements of income, stockholders' equity and cash flow of the effect that (a) Company and its Subsidiaries for such accountants examined fiscal year, setting forth in each case, in comparative form the financial statements consolidated figures for the previous year, all in accordance with Generally Accepted Auditing Standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances reasonable detail and (bi) in the opinion case of such consolidated financial statements, accompanied by a report thereon of Price Waterhouse or other independent accountants of recognized national standing selected by the Company which report shall state that such consolidated financial statements present fairly the financial position and cash flows of the Borrower, Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flow for the periods indicated in conformity with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards and (ii) in the case of such consolidating financial statements, certified by the chief financial or accounting officer of the Company; (c) together with each delivery of financial statements of the Company and its Affiliates as Subsidiaries pursuant to clauses (a) and (b) above, an Officers' Certificate (i) stating that the signers have reviewed the terms of this Agreement and the Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such Fiscal Yearaccounting period, and that the results signers do not have knowledge of the Borrower'sexistence as at the date of the Officers' Certificate, its Subsidiaries' of any condition or event which constitutes an Event of Default or Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof, and (ii) demonstrating in reasonable detail compliance during (to the extent required) and at the end of such accounting periods with the restrictions contained in Sections 7.5 and 7.6. (d) together with each delivery of consolidated financial statements of the Company and its Affiliates' operations Subsidiaries pursuant to clause (b) above, a written statement by the independent accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the changes in their financial position for such Fiscal YearNotes as they relate to accounting matters, and (ii) stating whether, in conformity connection with Generally Accepted Accounting Principles applied on their audit examination, any condition or event which constitutes an Event of Default or Default has come to their attention, and if such a basis consistent with condition or event has come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not -------- be liable by reason of any failure to obtain knowledge of any such Event of Default or Default that would not be disclosed in the course of their audit examination. The Agent shall have the right, from time to time, to discuss the affairs of the preceding Fiscal Year. In addition Company directly with such independent certified public accountants; (e) promptly upon receipt thereof, copies of all reports submitted to the delivery Company (including, without limitation, the Company's Board of Directors) by the Company's independent accountants in connection with each annual, interim or special audit of the consolidated financial statements of the Company made by such accountants, including, without limitation, any comment letter submitted by such accountants to management in connection with their annual "audited" consolidated audit; (f) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower shall also deliver Company to its security holders or by any Subsidiary of the Company to its security holders other than the Company or another Subsidiary, and, promptly upon their becoming effective, and in any event within 15 days of filing, all regular and periodic reports and all registration statements and prospectuses that have been filed by the Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Person succeeding to any of its functions, and all press releases and other statements made available generally by the Company or any Subsidiary to the Lenderpublic concerning material developments in the business of the Company and its Subsidiaries; (g) promptly upon any executive officer of the Company obtaining knowledge (i) of any condition or event which constitutes an Event of Default or Default, at or becoming aware that the same timeAgent or any Bank has given any notice or taken any other action with respect to a claimed Event of Default or Default under this Agreement, (ii) of any condition or event which would be required to be disclosed in a current report filed by the Company with the Securities and Exchange Commission on Form 8-K (Items 1, 2, 4 and 6 of such Form as in effect on the date hereof) if the Company were required to file such reports under the Exchange Act, (iii) that any Person has given any notice to the Company or any Subsidiary of the Company or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.1, (iv) of the institution of any litigation involving an "unaudited" management prepared consolidating statement alleged liability of income the Company or any of its Subsidiaries equal to or greater than $20,000,000 or any adverse determination in any litigation involving a potential liability of the Company or any of its Subsidiaries equal to or greater than $20,000,000, or (v) of a Material Adverse Effect, in each case an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto; (h) as soon as available but no later than March 31 of each year, copies of the Company's consolidated financial plan for the Borrowerthen current fiscal year as customarily prepared for internal use; (i) promptly after the acquisition of any Material Subsidiary, notice of such acquisition; (j) promptly upon any executive officer of the Company obtaining knowledge, notice of any change in the ratings on the Company's long-term unsecured Indebtedness by S&P, Xxxxx'x and, Xxxx & Xxxxxx; and (k) with reasonable promptness, such other information and data with respect to the Company or any of its Subsidiaries and its Affiliates for such Fiscal Year and a consolidating balance sheet for as from time to time may be reasonably requested by any Bank or the BorrowerAgent, its Subsidiaries and its Affiliates as of the close of such Fiscal Year, all including any financial reports regularly prepared and certified to the Lender by the Borrower's chief accounting officer in her capacity as an Authorized OfficerCompany for internal use.

Reporting and Information Requirements. The Borrower Co-Borrowers shall deliver or cause to be delivered to the Lender the following financial statements, data, reports and information, at the Borrower's Co-Borrowers’ own cost and expense: : (i) Annual Audited Consolidated and Consolidating -Audited” Financial Statements of the Borrower, its Subsidiaries and its AffiliatesCo-Borrowers. As soon as available, but in any event within ninety one-hundred twenty (90120) days after the close of each Fiscal Year of the BorrowerCo-Borrowers, "“audited" ” consolidated statements of income, retained earnings and a statement of cash flows and stockholders’ equity for each of the Borrower, its Subsidiaries and its Affiliates Co-Borrowers for such Fiscal Year and a consolidated balance sheet for each of the Borrower, its Subsidiaries and its Affiliates Co-Borrowers as of the close of such Fiscal Year, together with the accompanying footnotes (which footnotes shall include a statement by the Independent Certified Public Accountant that prepared such audited consolidated statements of income, cash flows and notes to eachstockholders’ equity stating in substance that such accountant reviewed this Loan Agreement and that such accountant did not become aware of any Event of Default or Potential Event of Default hereunder, or if such accountant did become so aware, such footnotes shall state the nature and period of existence thereof), all as set in reasonable detail, setting forth in comparative form the Form 10-K filed with corresponding figures for the United States Securities and Exchange Commissionpreceding Fiscal Year. Such consolidated financial statements shall be accompanied by an opinion of the Independent Certified Public Accountant, which opinion shall be signed by such Independent Certified Public Accountant. The opinion of such accountants shall be free of exceptions or qualifications not acceptable to the Lender, and in any event shall be free of any exception or qualification which is of "“going concern" ” or like nature or which relates to a more limited scope of examination. Such 39 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT] opinion shall in any event contain a written statement of such accountants substantially to the effect that (a) such accountants examined the financial statements in accordance with Generally Accepted Auditing Standards generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances and (b) in the opinion of such accountants such financial statements present fairly the financial position and cash flows of the Borrower, its Subsidiaries and its Affiliates respective Co-Borrowers as of the end of such Fiscal Year, and the results of the Borrower's, its Subsidiaries' and its Affiliates' respective Co-Borrowers’ operations and the changes in their financial position cash flows for such Fiscal Year, in conformity with Generally Accepted Accounting Principles applied on a basis consistent with that of the preceding Fiscal Year. In addition Notwithstanding the terms, conditions, and provisions of this Section 5.02(i) to the delivery contrary, the Co-Borrowers may satisfy the reporting requirements set forth above by providing the Lender with a copy of its most recent 10-K as filed with the Securities and Exchange Commission of the United States of America on an annual "audited" consolidated financial statementsbasis. (ii) Quarterly “Management-Prepared” Financial Statements of the Co-Borrowers. As soon as available, but in any event within forty-five (45) days after the Borrower shall also deliver to close of the Lenderfirst, at second, and third Fiscal Quarters of each Fiscal Year of the same timeCo-Borrowers, an "“unaudited" ” management prepared consolidating statement consolidated statements of income income, cash flows and stockholders’ equity for the Borrower, its Subsidiaries and its Affiliates respective Co-Borrowers for such Fiscal Quarter and for the period from the beginning of such Fiscal Year to the end of such Fiscal Quarter, and a consolidating an “unaudited” management prepared consolidated balance sheet for of the Borrower, its Subsidiaries and its Affiliates Co-Borrowers as of the close of such Fiscal Quarter, setting forth in comparative form the corresponding figures for the corresponding dates and periods during the preceding Fiscal Year. The above-described financial statements shall be certified by an Authorized Officer, all prepared as presenting fairly the financial position of the respective Co-Borrowers as of the end of such dates and certified fiscal periods and the results of its operations and the changes in its financial position and cash flows for such fiscal periods, in conformity with Generally Accepted Accounting Principles applied in a manner consistent with that of the most recent audited financial statements furnished to the Lender (except that such statements may not contain all footnotes required by Generally Accepted Accounting Principles), subject to normal and recurring year-end audit adjustments. Notwithstanding the Borrower's chief accounting terms, conditions, and provisions of this Section 5.02(i to the contrary, the Co-Borrowers may satisfy the reporting requirements set forth above by providing the Lender with a copy of its most recent 10-Q as filed with the Securities and Exchange Commission of the United States of America on a quarterly basis. (iii) Compliance Certificates. Together with each delivery of any financial statement pursuant to this Section 5.02(i) and Section 5.02(ii above, an Officer’s Certificate of the Co-Borrowers substantially in form and substance reasonably acceptable to the Lender, (a) stating that the officer signatory thereto in her his capacity as an Authorized Officer has reviewed the terms of this Loan Agreement and the principal Loan Documents, and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of the Co-Borrowers, taken as a whole, during the accounting period covered by such financial statements, and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of the Officer.’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Co-Borrowers have taken, are taking, and propose to take with respect thereto and (b) demonstrating, in reasonable detail, compliance during and at the end of such accounting periods with the financial covenants contained in Article VIII of this Loan Agreement. (iv) Monthly Accounts Receivable and Notes Receivable Ailing Reports. As soon as available, but in any event within twenty (20) days after the close of the preceding month (or more frequently as the Lender may reasonably request from time to time), a detailed monthly aging report, setting forth, in such form as the Lender shall reasonably require, the amount or amounts due and owing 40 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]