Common use of REPORTING COVENANTS Clause in Contracts

REPORTING COVENANTS. The Company shall furnish, or cause Merqueo S.A.S to furnish to each Major Investor, and if requested by any other Shareholder, to such other Shareholder the following information: (i) as soon as available but in any event within ninety days (90) days after the end of each Financial Year, audited Financial Statements for such Financial Year setting forth in comparative form the corresponding figures for the previous Financial Year and all associated notes to such statements, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited in accordance with the Accounting Principles; (ii) as soon as available but in any event within forty-five (45) days after the end of each of the four (4) Financial Quarters, unaudited Financial Statements for such Financial Quarter, setting forth in comparative form the corresponding figures for the corresponding Financial Quarters of the previous Financial Year, and all associated notes to such statement, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, prepared in accordance with the Accounting Principles; (iii) concurrently with the delivery of Financial Statements provided pursuant to any of sub-paragraphs (i) or (ii) above, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial Statements; (iv) as soon as possible after the end of each of the four (4) Financial Quarters, an updated detailed capitalization table of the Company and each Subsidiary; (v) as soon as available, but in any event within twenty (20) days after the end of each month, the management accounts for such month for the Company and each Material Subsidiary; (vi) no later than forty-five (45) days before commencement of each Financial Year, the proposed updated annual Business Plan (including the capital and operating budget that must include a forecast of the revenues, expenses, and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for such Financial Year; (vii) copies of all information and reports relating to any material matter relating to the business of the Company and each Material Subsidiary, including (A) any information provided by the Company or any of its Material Subsidiaries to any debt financiers thereof and (B) details of any Action commenced against the Company or any Material Subsidiary or any Related Party that has had or could reasonably be expected to have a Material Adverse Effect; (viii) promptly upon the Company’s or Merqueo S.A.S receipt thereof, a copy of any management letter or other material communication sent by the Auditor (or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor may request from time to time; (x) such other information as any Major Investor (or other Shareholder) may reasonably request with respect to the Company or any Material Subsidiary or the Property or Operations of the Company or any Material Subsidiary; (xi) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investor; and (xii) at least annually, and upon request from any Major Investor or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information)).

REPORTING COVENANTS. (a) The Company shall furnish, or cause Merqueo S.A.S Borrower will provide to furnish to each Major Investor, and if requested by any other Shareholder, to such other Shareholder the Agent the following financial information: (i) as soon as available but in any event quarterly consolidated financial statements, within ninety days sixty (9060) days after the end of each Financial Year, audited Financial Statements for such Financial Year setting forth in comparative form fiscal quarter of the corresponding figures for the previous Financial Year and all associated notes to such statements, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited in accordance with the Accounting PrinciplesBorrower; (ii) as soon as available but in any event within forty-five (45) days after copies of management updates, budgets and other related reports on the end of each operational results of the four (4) Financial Quarters, unaudited Financial Statements for such Financial Quarter, setting forth in comparative form Obligors which have been provided to the corresponding figures for the corresponding Financial Quarters board of directors of the previous Financial Year, Borrower at such directors’ regular board meetings and all associated notes such other financial information relating to the foregoing as the Agent reasonably requires to assess the liquidity of the Obligors and the Obligors’ performance against such statement, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, prepared in accordance with the Accounting Principlesbudgets; (iii) concurrently a quarterly business review on such terms, and such basis, as is required by the Agent, such to determine the status of business as it relates to the Obligors, and in particular compliance with the delivery terms of Financial Statements provided pursuant to any of sub-paragraphs (i) or (ii) above, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial Statementsthis Agreement; (iv) as soon as possible after annual audited consolidated financial statements within one hundred twenty (120) days of the end of each fiscal year of the four (4) Financial Quarters, an updated detailed capitalization table of the Company and each SubsidiaryBorrower; (v) as soon as availableon a monthly basis, but in any event within twenty thirty (2030) days after of the end or each calendar month: 1. unconsolidated financial statements of each monthObligor; 2. unconsolidated general and ledger trial balance for each Obligor; 3. an accounts receivable summary for each debtor of the Obligors, aged by invoice date; 4. an accounts payable summary for each creditor of the management accounts Obligors, aged by invoice date; 5. bank reconciliations, including for such month for the Company greater certainty, bank statements and each Material Subsidiarya complete listing of outstanding cheques; 6. confirmation of payment of all taxes owing by any Obligor; and (vi) no later than forty-five (45) days before commencement on a weekly basis, on Friday of each Financial Year, the proposed updated annual Business Plan week (including the capital and operating budget that must include a forecast as of Thursday of such week); 1. an accounts receivable summary for each debtor of the revenuesObligors, expensesaged by invoice date; 2. an accounts payable summary for each creditor of the Obligors, and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for such Financial Year;aged by invoice date; and (vii) copies of all any addition financial and reporting information and reports relating to any material matter relating to as the business of the Company and each Material Subsidiary, including (A) any information provided by the Company or any of its Material Subsidiaries to any debt financiers thereof and (B) details of any Action commenced against the Company or any Material Subsidiary or any Related Party that has had or could reasonably be expected to have a Material Adverse Effect; (viii) promptly upon the Company’s or Merqueo S.A.S receipt thereof, a copy of any management letter or other material communication sent by the Auditor (or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor Agent may reasonable request from time to time; (x) such other information as any Major Investor (or other Shareholder) may reasonably request with respect to the Company or any Material Subsidiary or the Property or Operations of the Company or any Material Subsidiary; (xi) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investor; and (xii) at least annually, and upon request from any Major Investor or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))its sole discretion.

REPORTING COVENANTS. The So long as any portion of the Obligations shall remain unpaid, any Bank shall have any Commitment hereunder or any amount remains available for drawing under any Letter of Credit, the Company will, unless the Majority Banks shall furnishotherwise consent in writing: (a) Furnish, or cause Merqueo S.A.S to furnish to each Major Investor, and if requested by any other Shareholderbe furnished, to such other Shareholder the Administrative Agent, on behalf of the Banks, copies of the following information:financial statements, reports, certificates and information (and, with respect to documents filed with or provided to the Securities and Exchange Commission, in sufficient copies for all of the Banks): (i) as soon as available but and in any event within ninety days (90) 45 days after the close of each of the first three quarters of each Fiscal Year, consolidated and consolidating balance sheets at the close of such quarter, and the related consolidated and consolidating statements of earnings, stockholders' equity and cash flows for the period commencing at the end of each Financial Year, audited Financial Statements for such Financial Year setting forth in comparative form the corresponding figures for the previous Financial Fiscal Year and all associated notes to ending with the close of such statementsquarter, for the Company in Dollars on a Consolidated Basis and for of the Company and for each its Subsidiaries, certified by the Vice President and Controller or Executive Vice President and Chief Financial Officer of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited in accordance with the Accounting PrinciplesCompany; (ii) as soon as available but and in any event within forty-five (45) 90 days after the end close of each Fiscal Year: (1) consolidated balance sheets at the close of such Fiscal Year and the four (4) Financial Quartersrelated consolidated statements of earnings, unaudited Financial Statements stockholders' equity and cash flows for such Financial Quarter, setting forth in comparative form the corresponding figures for the corresponding Financial Quarters of the previous Financial Fiscal Year, and all associated notes to such statement, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, prepared in accordance with the Accounting Principles; (iii) concurrently with the delivery of Financial Statements provided pursuant to any of sub-paragraphs (i) or (ii) above, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial Statements; (iv) as soon as possible after the end of each of the four (4) Financial Quarters, an updated detailed capitalization table of the Company and each Subsidiary; (v) as soon as availableits Subsidiaries, but in certified without qualification by KPMG Peat Marwick, another of the "Big Six" accounting firms, or any event within twenty (20) days after the end other independent public accountants of each month, the management accounts for such month for recognized standing selected by the Company and each Material Subsidiary;acceptable to the Majority Banks, (vi2) no later than forty-five (45) days before commencement of each Financial Year, the proposed updated annual Business Plan (including the capital and operating budget that must include a forecast written statement by such accountants setting forth in reasonable detail a calculation of the revenues, expenses, financial covenants set forth in Section 12.04 at the close of such Fiscal Year and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for such Financial Year; (vii) copies of all information and reports relating to any material matter relating further to the business effect that they have examined the provisions of this Agreement and that at the Company and each Material Subsidiary, including (A) date of such statement are not aware of any information provided default in the performance by the Company or any of its Material Subsidiaries of any obligation to be performed by such Person hereunder or under any debt financiers thereof instrument or document executed pursuant hereto, except such, if any, as may be disclosed in such statement, (3) a consolidating balance sheet at the close of such Fiscal Year, and the related consolidating statements of earnings, stockholders' equity and cash flows for such Fiscal Year, of the Company and its Subsidiaries, certified by the Vice President and Controller or Executive Vice President and Chief Financial Officer of the Company, and (4) copies of the detailed financial and management reports submitted to the Company by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Company or any Subsidiary; (iii) together with the financial statements delivered pursuant to Sections 12.02(a)(i) and (Bii) details hereof, a Compliance Certificate; (iv) promptly upon the mailing thereof to stockholders of the Company generally, any annual report, proxy statement or other communication; (v) promptly upon any filing thereof by the Company with the Securities and Exchange Commission, any annual, periodic or special report or registration statement (exclusive of exhibits thereto) generally available to the public; (vi) promptly from time to time a written report (which may be contained in the Company's Form 10-Q or 10-K as filed from time to time with the Securities and Exchange Commission) of any Action commenced changes in the list of its Subsidiaries set forth on Schedule 11.01(i); and (vii) promptly from time to time such information and reports required to be given to the Administrative Agent and each Issuing Bank as set forth in the Series 1 Depositary Agreement regarding outstanding Series 1 CP Notes. (b) Immediately give notice to the Banks of: (i) the occurrence of any Event of Default or Unmatured Event of Default hereunder; (ii) any litigation, arbitration, governmental investigation (except audits by the Internal Revenue Service not involving a special agent) or proceeding not previously disclosed to the Banks is instituted or, to the knowledge of the Company, threatened against the Company or any Material Subsidiary of its Subsidiaries or to which any Related Party that has had or could reasonably be expected to have a Material Adverse Effect; (viii) promptly upon of the Company’s or Merqueo S.A.S receipt thereof, a copy properties of any management letter thereof is subject which (a) involves individually more than the Individual Material Amount or, in the aggregate, more than the Aggregate Material Amount, or other material communication sent by (b) if adversely determined, might materially adversely affect the Auditor (consolidated financial condition or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information relating to the insurance policies maintained by operations of the Company and its Material Subsidiaries as or impair the ability of the Company to perform any Major Investor may request from time of its obligations under this Agreement, the other Credit Documents or the CP Documents, or (c) purports to timeaffect the legality, validity or enforceability of any Credit Document, CP Document or Foreign Ancillary Document; (xiii) such other information as any Major Investor (material adverse development which shall occur in any litigation, arbitration or other Shareholder) may reasonably request with respect governmental investigation or proceeding previously disclosed by the Company to the Company or any Material Subsidiary or the Property or Operations of the Company or any Material SubsidiaryBanks; (xiiv) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities default by any Commercial Paper Dealer in the performance of its obligations under its Dealer Agreement; (v) any default by the Company, (A) development indicators report at a time to be mutually agreed with Tranche E Beneficiary in the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) performance of its obligations under the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM InvestorSeries 1 Depositary Agreement; and (xiivi) at least annuallyany of the CP Documents ceasing to be in full force and effect. (c) Furnish, or cause to be furnished, to the Agents and upon request from any Major Investor or any the Banks such other Shareholder, updated information regarding the direct business, affairs and indirect ownership condition (financial or otherwise) of the Company (and its Subsidiaries as provided the Agents or any Bank may from time to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))time reasonably request.

REPORTING COVENANTS. The Company shall furnishSo long as this Agreement is in effect, and until the Obligations have been indefeasibly paid in full, and except as otherwise permitted by the prior written consent of the Agent, each Obligor covenants and agrees that it: (a) will provide or cause Merqueo S.A.S to furnish be provided to each Major Investorthe Agent all of the following, in form and if requested by any other Shareholder, detail satisfactory to such other Shareholder the following informationAgent: (i) as soon as available but in any event annually, within ninety 120 days after each fiscal year end of the Borrower, a copy of the audited financial statements of the Obligors for such fiscal year; (90ii) quarterly, within 60 days after each calendar quarter end, internal financial reporting for each Obligor on a consolidated and unconsolidated basis; (iii) monthly within 20 days after the end of each Financial Yearcalendar month: (A) internal management prepared financial statements of the Borrower and each other Obligor at the end of such calendar month on a consolidated and unconsolidated basis; (B) a trial balance of the Borrower and each other Obligor as at the end of such calendar month; (C) a certificate setting out the details of the Borrowing Base Amount (each a “Borrowing Base Certificate”) as at the last day of such calendar month;; and (D) a completed and executed Compliance Certificate; and (E) proof of all payments required to be made on all taxes owing by the Borrower and each other Obligor; and (iv) such other documents and information as the Agent and the Borrower may mutually agree. (b) as requested by the Agent: (i) copies of all original final purchase orders, audited Financial Statements for such Financial Year setting forth in comparative form invoices, supply agreements and similar agreements; and (ii) copies of the corresponding figures for the previous Financial Year annual budgets and all associated notes to such statementsbusiness plans, including sales plans and revenue projections, for the Company in Dollars Obligors, as available; (c) a periodic (but no more than monthly) business review of the Obligors on a Consolidated Basis such terms and for such basis as may be required by the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited in accordance Agent to determine compliance with the Accounting Principlesterms of this Agreement and the other Credit Documents; (d) promptly (but in no event more than five (5) Business Days after the Borrower receives knowledge of the occurrence of each such event or matter) give written notice to the Agent in reasonable detail of: (i) each meeting of the shareholders and/or the board of directors of any Obligor, together with copies of the minutes thereof and/or any resolutions adopted at such meeting; (ii) as soon as available but in the occurrence of any event within forty-five (45) days after the end Default or any Event of each of the four (4) Financial Quarters, unaudited Financial Statements for such Financial Quarter, setting forth in comparative form the corresponding figures for the corresponding Financial Quarters of the previous Financial Year, and all associated notes to such statement, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, prepared in accordance with the Accounting PrinciplesDefault; (iii) concurrently with the delivery any violation of Financial Statements provided pursuant to any of sub-paragraphs (i) Applicable Law which results or (ii) above, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial Statementscould result in a Material Adverse Change; (iv) as soon as possible after the end of each of the four (4) Financial Quarters, an updated detailed capitalization table of the Company and each Subsidiaryany litigation pending or threatened against any Obligor which could reasonably be expected to result in a Material Adverse Change; (v) as soon as availableany Lien or Adverse Claim, but in other than Permitted Liens, registered or alleged or asserted against any event within twenty (20) days after the end of each month, the management accounts for such month for the Company and each Material SubsidiaryCollateral; (vi) no later than forty-five (45) days before commencement of each Financial Yearany change in the name, the proposed updated annual organizational structure or the jurisdiction of organization of any Obligor, including as a result of any amalgamation, arrangement, continuance, dissolution or any Business Plan (including the capital and operating budget that must include a forecast of the revenues, expenses, and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for Combination Transaction involving such Financial YearObligor; (vii) copies the occurrence of all information and reports relating to any material matter relating to the business of the Company and each Material Subsidiary, including (A) any information provided by the Company or any of its Material Subsidiaries to any debt financiers thereof and (B) details of any Action commenced against the Company or any Material Subsidiary or any Related Party that has had or could reasonably be expected to have a Material resulting in an Adverse Effect; (viii) promptly upon the Company’s or Merqueo S.A.S receipt thereof, a copy of any management letter Claim or other material communication sent by the Auditor (or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor may request from time to time; (x) such other information as any Major Investor (or other Shareholder) may reasonably request dispute with respect to the Company or any Material Subsidiary or the Property or Operations title of the Company or any Material Subsidiary; (xi) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time Borrower to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investor; and (xii) at least annually, and upon request from any Major Investor or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))its assets.

REPORTING COVENANTS. The Company shall furnishBorrower will deliver to the Lender: (a) Quarterly Statements — quarterly unaudited consolidated financial statements of the Borrower, as soon as available and, in any event, within 60 days of each fiscal quarter end (except for the last fiscal quarter of each Fiscal Year); (b) Quarterly Compliance Certificate — a quarterly Compliance Certificate, substantially in the form of Schedule 9(b), within 60 days of each fiscal quarter end (except for the last fiscal quarter of each Fiscal Year), certifying compliance with this Agreement including the calculations necessary to demonstrate compliance with the financial covenants provided for herein; (c) Annual Financial Statements — annual, audited, consolidated financial statements for the Borrower, as well as all related management discussion and analysis of the Borrower, as soon as available and, in any event, within 90 days of each Fiscal Year end; (d) Annual Compliance Certificate — an annual Compliance Certificate, substantially in the form of Schedule 9(b), within 90 days of each Fiscal Year end, certifying compliance with this Agreement including the calculations necessary to demonstrate compliance with the financial covenants provided for herein; (e) Annual Budget and Financial Projections — as soon as available and, in any event, no later than 90 days of each Fiscal Year end, an annual consolidated budget of the Credit Parties for the next Fiscal Year and financial projections for the two Fiscal Years following the next Fiscal Year, provided that no financial projections will have to be delivered to the Lender if the Borrower had not delivered a Request for an Extension pursuant to Section 2.2. (f) Notice of Certain Events — prompt notice of (i) the amendment, modification or cause Merqueo S.A.S termination of any Material Contract or the assignment on purported assignment thereof by a counterparty or of any material default thereunder, (ii) the release or discovery of any Contaminant on any Real Property, (iii) any change in any information contained in Schedules 8.1(c) to furnish 8.1(k) or in the Perfection Certificate, (iv) any transaction or event that would give rise to a mandatory prepayment, (v) any Default or Event of Default, in each Major Investorcase with the particulars thereof; and (vi) the acquisition or creation of any new Subsidiary of the Parent; (g) ERISA — the Borrower will inform the Lender as soon as possible, and if requested by in any other Shareholder, event within 10 days after it knows or has reason to such other Shareholder believe that any of the following information:events or conditions specified below has occurred or exists (and will provide a copy of any report or notice required to be filed with or given to PBGC): (i) any reportable event, as soon as available but defined in any event within ninety days (90Section 4043(b) days after of ERISA and the end of each Financial Yearregulations issued thereunder, audited Financial Statements for such Financial Year setting forth unless the 30 day notice requirement in comparative form respect thereof has been waived by the corresponding figures for the previous Financial Year and all associated notes to such statements, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited in accordance with the Accounting PrinciplesPBGC; (ii) as soon as available but in a notice of intent to terminate any event within forty-five (45Plan or any action taken by a Credit Party to terminate any Plan, provided notice of intent to terminate is required pursuant to Section 4041(a)(2) days after the end of each of the four (4) Financial Quarters, unaudited Financial Statements for such Financial Quarter, setting forth in comparative form the corresponding figures for the corresponding Financial Quarters of the previous Financial Year, and all associated notes to such statement, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, prepared in accordance with the Accounting PrinciplesERISA; (iii) concurrently the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt of a notice from a Multiemployer Plan that such action has been taken by PBGC with the delivery of Financial Statements provided pursuant respect to any of sub-paragraphs (i) or (ii) above, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial StatementsMultiemployer Plan; (iv) as soon as possible after the end complete or partial withdrawal from a Multiemployer Plan that results in liability under Section 4201 or 4204 of each ERISA or the receipt of the four (4) Financial Quarters, an updated detailed capitalization table of the Company and each Subsidiarynotice from a Multiemployer Plan that it is in reorganization or insolvency or that it intends to terminate or has terminated; (v) as soon as availablethe institution of a proceeding by a fiduciary of any Multiemployer Plan to enforce Section 515 of ERISA, but in any event which proceeding is not dismissed within twenty (20) days after the end of each month, the management accounts for such month for the Company and each Material Subsidiary;30 days; and (vi) no later than forty-five (45the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) days before commencement of each Financial Year, the proposed updated annual Business Plan (including the capital and operating budget that must include a forecast of the revenuesUS Revenue Code or Section 307 of ERISA, expenses, and cash position on a month- to-month basis) for would result in the Company and the Material Subsidiaries for such Financial Year; (vii) copies loss of all information and reports relating to any material matter relating to the business tax exempt status of the Company and each Material Subsidiary, including (A) any information trust of which such Plan is a part if security has not been provided by the Company or any of its Material Subsidiaries to any debt financiers thereof and (B) details of any Action commenced against the Company or any Material Subsidiary or any Related Party that has had or could reasonably be expected to have a Material Adverse Effect; (viii) promptly upon the Company’s or Merqueo S.A.S receipt thereof, a copy of any management letter or other material communication sent by the Auditor (or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor may request from time to time; (x) such other information as any Major Investor (or other Shareholder) may reasonably request with respect to the Company or any Material Subsidiary or the Property or Operations of the Company or any Material Subsidiary; (xi) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investorprovisions of these Sections; and (xiih) at least annuallyOther Information — such other reports, information and upon request from any Major Investor or any other Shareholder, updated information regarding documents as and when the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))Lender may reasonably require.

REPORTING COVENANTS. (a) The Company shall furnish, or cause Merqueo S.A.S to will furnish to each Major Investor, and if requested by any other Shareholder, to such other Shareholder the following informationLender: (i) as soon as available but and in any event within ninety days no later than one hundred twenty (90120) days after the end of each Financial Yearfiscal year of the Consolidated Companies, an audited Financial Statements consolidated balance sheet of the Consolidated Companies as of the close of such fiscal year, and the related audited consolidated statements of income and cash flow of the Consolidated Companies for such Financial Year setting forth fiscal year, all in comparative form reasonable detail and with (1) an unqualified opinion of Coopers & Xxxxxxx, L.L.P. or such other independent certified public accountant of recognized standing selected by Omega Protein Corporation and satisfactory to the corresponding figures for Lender representing that, in addition to other facts, the previous Financial Year financial statements are unqualified and all associated notes to such statements, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited were prepared in accordance with GAAP, and (2) a compliance certificate from the Accounting PrinciplesChief Financial Officer of Omega Protein Corporation stating whether a Default or Event of Default exists; (ii) as soon as available but and in any event within forty-five (45) 60 days after the end of each fiscal quarter of Omega Protein Corporation, quarterly unaudited financial statements of the four (4) Financial QuartersConsolidated Companies, unaudited Financial Statements for such Financial Quarter, setting forth in comparative form the corresponding figures for the corresponding Financial Quarters of the previous Financial Year, and all associated notes to such statement, for the Company in Dollars on together with a Consolidated Basis and for the Company and for each of its Material Subsidiaries certificate in the applicable currency on an unconsolidated basis, form of Exhibit L hereto (the "Compliance Certificate") by the Chief Financial Officer of Omega Protein Corporation (with supporting details) stating that (1) the financials were prepared in accordance with GAAP (subject to customary year-end audit adjustments), (2) that the Accounting Principlescovenants described in Article VII have been met, and (3) whether a Default or Event of Default exists; (iii) concurrently on a quarterly basis, concurrent with the delivery of Financial Statements provided pursuant to any of sub-paragraphs (i) the Compliance Certificate, a report which shall set forth each action, proceeding or (ii) above, an annual or quarterly review, as applicableclaim, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial Statements; (iv) as soon as possible after the end of each of the four (4) Financial Quarters, an updated detailed capitalization table of the Company and each Subsidiary; (v) as soon as available, but in any event within twenty (20) days after the end of each month, the management accounts for such month for the Company and each Material Subsidiary; (vi) no later than forty-five (45) days before commencement of each Financial Year, the proposed updated annual Business Plan (including the capital and operating budget that must include a forecast of the revenues, expenses, and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for such Financial Year; (vii) copies of all information and reports relating to any material matter relating to the business of the Company and each Material Subsidiary, including (A) any information provided by the Company or any of its Material Subsidiaries has notice, which is commenced or asserted against the Company, and in which the amount claimed or the potential liability is $250,000 or more. In each case, such financial statements shall include balance sheets, income statements, statements of cash flows for the Company, and any other information deemed necessary by the Lender in its discretion. (b) The Company will furnish to any debt financiers thereof and (B) details the Lender, with reasonable promptness, notice of certain other events, including the occurrence or existence of any Action commenced against the Company Default or Event of Default, any Material Subsidiary citation for a material violation of environmental laws or any Related Party that has had or could reasonably be expected to have a Material Adverse Effect; (viii) promptly upon the Company’s or Merqueo S.A.S receipt thereofregulations, a copy of any management letter or other material communication sent by the Auditor (or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information important matters relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor may request from time to time; (x) funding of employee benefit plans, or such other information as any Major Investor (or other Shareholder) the Lender may reasonably request with respect to the Company or any Material Subsidiary or the Property or Operations of the Company or any Material Subsidiary; (xi) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investor; and (xii) at least annually, and upon request from any Major Investor or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))request.

REPORTING COVENANTS. The Company shall furnishParent covenants and agrees that, or cause Merqueo S.A.S until this Agreement is terminated pursuant to furnish to each Major InvestorSection 5.07, and if requested by the Parent will (unless any other Shareholder, to such other Shareholder of the following informationis delivered to the Agent pursuant to the Investor Agreement or the Parallel Purchase Agreement) deliver to the Agent: (ia) as soon as available but and in any event within ninety days (90) days after the end of each Financial Year, audited Financial Statements for such Financial Year setting forth in comparative form the corresponding figures for the previous Financial Year and all associated notes to such statements, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited in accordance with the Accounting Principles; (ii) as soon as available but in any event within forty-five (45) 60 days after the end of each of the four (4) Financial Quartersfirst three quarters of each fiscal year of the Parent, unaudited Financial Statements for consolidated balance sheets of the Parent and its consolidated Subsidiaries as of the end of such Financial Quarterquarter, setting forth and the related consolidated statements of cash flows and consolidated statements of changes in comparative form financial position of the corresponding figures Parent and its consolidated Subsidiaries each for the corresponding Financial Quarters period commencing at the end of the previous Financial Year, fiscal year and all associated notes to such statement, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, prepared in accordance ending with the Accounting Principlesend of such quarter, certified by the chief financial officer or chief accounting officer of the Parent; (iii) concurrently with the delivery of Financial Statements provided pursuant to any of sub-paragraphs (i) or (ii) above, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial Statements; (ivb) as soon as possible after the end of each of the four (4) Financial Quarters, an updated detailed capitalization table of the Company available and each Subsidiary; (v) as soon as available, but in any event within twenty (20) 120 days after the end of each month, the management accounts for such month for the Company and each Material Subsidiary; (vi) no later than forty-five (45) days before commencement of each Financial Year, the proposed updated annual Business Plan (including the capital and operating budget that must include a forecast fiscal year of the revenues, expenses, and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for such Financial Year; (vii) copies of all information and reports relating to any material matter relating to the business of the Company and each Material Subsidiary, including (A) any information provided by the Company or any of its Material Subsidiaries to any debt financiers thereof and (B) details of any Action commenced against the Company or any Material Subsidiary or any Related Party that has had or could reasonably be expected to have a Material Adverse Effect; (viii) promptly upon the Company’s or Merqueo S.A.S receipt thereofParent, a copy of any management letter or other material communication sent the consolidated balance sheets of the Parent and its consolidated Subsidiaries as of the end of such year and the related consolidated statements of cash flows and consolidated statements of changes in financial position of the Parent and its consolidated Subsidiaries for such year each reported on by the Auditor (or any other nationally recognized independent public accountants retained by the Company or any Subsidiary) in relation acceptable to the Company’s Agent, all in reasonable detail and certified without adverse opinion or any Material Subsidiary financialdisclaimer by nationally recognized independent public accountants acceptable to the Agent, accounting, management information or other systems and financial control procedureswhose certificate shall be in conformity with generally accepted accounting principles; (ixc) such information relating promptly after the sending or filing thereof, copies of all reports which the Parent sends to any of its security holders and copies of all reports and other documents which the Parent files with the Securities and Exchange Commission pursuant to the insurance policies maintained Securities Exchange Act of 1934, as amended, and, to the extent requested by the Company Agent, copies of such other reports and its Material Subsidiaries registration statements as the Parent may file with the Securities and Exchange Commission or any Major Investor national securities exchange; and (d) promptly from time to time furnish the Agent such information, documents, records or reports respecting the conditions and operations, financial or otherwise, of the Parent or any Subsidiary of the Parent as the Agent may reasonably request from time to time; (x) such other information as any Major Investor (or other Shareholder) may reasonably request with respect time to protect the Company or any Material Subsidiary or the Property or Operations interests of the Company or any Material Subsidiary; (xi) so long Agent, CNAI, the Banks and the Owners under and as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required contemplated by MGM Investor; and (xii) at least annually, and upon request from any Major Investor or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))this Agreement.

REPORTING COVENANTS. (a) The Company shall furnish, or cause Merqueo S.A.S to will furnish to the Agent for distribution to each Major Investor, and if requested by any other Shareholder, to such other Shareholder of the following informationLenders: (i) as soon as available but and in any event within ninety days (90) no later than 90 days after the end of each Financial Yearfiscal year of the Company, an audited Financial Statements for such Financial Year setting forth in comparative form the corresponding figures for the previous Financial Year and all associated notes to such statements, for the Company in Dollars on a Consolidated Basis and for consolidated balance sheet of the Company and its Subsidiaries as of the close of such fiscal year, and the related audited consolidated statements of income and cash flow of the Company and its Subsidiaries for each such fiscal year, all in reasonable detail and with (1) an unqualified opinion of its Material Subsidiaries in Xxxxxxxx, Xxxxx & Xxxxx LLP, or such other independent certified public accountant of recognized standing selected by the applicable currency on an unconsolidated basisCompany and satisfactory to the Required Lenders, audited in accordance and (2) a certificate (with supporting details and calculations of financial covenants) from the Accounting PrinciplesChief Financial Officer of the Company stating whether a Default or Event of Default exists; (ii) as soon as available but and in any event within forty-five (45) 45 days after the end of each fiscal quarter of the four Company, its quarterly unaudited financial statements, together with a certificate in the form of Exhibit I hereto (4the "Compliance Certificate") by the Chief Financial Quarters, unaudited Financial Statements for such Financial Quarter, setting forth in comparative form the corresponding figures for the corresponding Financial Quarters Officer of the previous Financial Year, Company (with supporting details and all associated notes to such statement, for calculations of financial covenants) stating that (x) the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, financials were prepared in accordance with GAAP (subject to customary year-end audit adjustments) and that the Accounting Principlescovenants described in Article VII have been met and (y) whether a Default or Event of Default exists; (iii) concurrently with the delivery of Financial Statements provided pursuant to any of sub-paragraphs (i) or (ii) above, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial Statements; (iv) as soon as possible after the end of each of the four (4) Financial Quarters, an updated detailed capitalization table of the Company available and each Subsidiary; (v) as soon as available, but in any event within twenty (20) 30 days after the end of each month, the management accounts for such month monthly unaudited financial statements of the Company; (iv) as soon as available and in any event within 30 days after the end of each month, a completed Borrowing Base Certificate in the form of Exhibit K hereto (the "Borrowing Base Certificate"); (v) as soon as available and in any event not later than 30 days after the end of each fiscal year of the Company, financial projections for the Company and each Material Subsidiaryfollowing fiscal year, in a form satisfactory to Agent; (vi) no later than forty-five (45) until the Company is Year 2000 Compliant, within 45 days before commencement after the end of each Financial Year, the proposed updated annual Business Plan (including the capital and operating budget that must include a forecast fiscal quarter of the revenuesCompany, expenses, a report evidencing and cash position on a month- to-month basis) for outlining the Company and the Material Subsidiaries for such Financial Year;Company's progress toward becoming Year 2000 Complaint; and (vii) copies as soon as available and in any event within 45 days after the end of all information and reports relating to any material matter relating to each month, a completed Depot by Depot Report in the business form of Exhibit L hereto (the Company and each Material Subsidiary"Depot by Depot Report"), including (A) any information revenues and gross profits for each Depot, calculated on a trailing three month basis. In each case, such financial statements shall include balance sheets, income statements, and statements of cash flows for the Company, provided, however, that the monthly financial statements provided by the Company to the Lenders shall not include a statement of cash flows. (b) The Company will furnish to each of the Lenders, with reasonable promptness, notice of certain other events, including the occurrence or any of its Material Subsidiaries to any debt financiers thereof and (B) details existence of any Action commenced against the Company Default or Event of Default, any Material Subsidiary citation for a material violation of environmental laws or any Related Party that has had or could reasonably be expected to have a Material Adverse Effect; (viii) promptly upon the Company’s or Merqueo S.A.S receipt thereofregulations, a copy of any management letter or other material communication sent by the Auditor (or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information important matters relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor may request from time to time; (x) funding of employee benefit plans, or such other information as any Major Investor (Lender or other Shareholder) the Agent may reasonably request with respect to the Company or any Material Subsidiary or the Property or Operations of the Company or any Material Subsidiary; (xi) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investor; and (xii) at least annually, and upon request from any Major Investor or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))request.

REPORTING COVENANTS. The Company shall furnish, or cause Merqueo S.A.S Deliver to furnish to each Major Investor, and if requested by any other Shareholder, to such other Shareholder the following informationPurchaser: (i) 7.10.1 as soon as available but and in any event within ninety days one hundred fifteen (90115) days after the end of each Financial Yearfiscal year of the Company, a consolidated audited Financial Statements balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and the related consolidated audited statements of income, retained earnings and cash flow for such Financial Year fiscal year, setting forth in each case in comparative form the corresponding figures for the previous Financial Year fiscal year, all in reasonable detail and all associated notes accompanied by a report thereon of Deloitte & Touche or other independent public accountants acceptable to the Purchaser, which report will be unqualified as to scope of audit and shall state that such statements, for consolidated financial statements present fairly the Company in Dollars on a Consolidated Basis and for consolidated financial condition of the Company and its Subsidiaries as at the end of such fiscal year, and the consolidated results of operations and statements of cash flow of the Company and its Subsidiaries for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited such fiscal year in accordance with GAAP and that the Accounting Principlesaudit by such accountants in connection with such consolidated financial statements was made in accordance with GAAP; (ii) 7.10.2 as soon as available but and in any event within fortythirty-five (4535) days after the end of each fiscal quarter in each fiscal year of the four (4) Financial QuartersCompany, unaudited Financial Statements a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter and the related consolidated statements of income, retained earnings and cash flows for such Financial Quarterfiscal quarter and for the portion of the Company's fiscal year ended at the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding Financial Quarters fiscal quarter and the corresponding portion of the Company's previous Financial Yearfiscal year, all certified (subject to normal year end adjustments and absence of notes) as to fairness of presentation, preparation in accordance with GAAP by the chief financial officer of the Company; 7.10.3 simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of the chief financial officer of the Company substantially in the form of EXHIBIT E hereto (i) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of SECTION 7.12, on the date of such financial statements and (ii) stating whether there exists on the date of such certificate any Default or Event of Default and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto; 7.10.4 forthwith upon the Company having knowledge of the occurrence of any Default or Event of Default hereunder or any "Event of Default" under any Senior Debt Documents (as such terms are defined in the Senior Debt Documents), a certificate of the president or chief financial officer of the Company setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto; 7.10.5 promptly upon the filing thereof or otherwise becoming available, copies of all financial statements, annual, quarterly and special reports, proxy statements and notices sent or made available generally by the Company to its security holders, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by any of them with any securities exchange, and of all press releases and other statements made available generally to the public containing material developments in the business or financial condition of the Company; 7.10.6 promptly after receipt thereof, copies of all financial statements of, and all associated notes reports and management letters submitted by, independent public accountants to such statement, for the Company in Dollars on a Consolidated Basis and connection with each annual, interim, or special audit of the Company's financial statements; 7.10.7 within thirty (30) days prior to the end of the Company's fiscal year, the Company shall deliver to the Purchaser the annual budget for the Company and its Subsidiaries, including forecasts of the income statement, the balance sheet and a cash flow statement for each of its Material Subsidiaries in the applicable currency immediately succeeding year on an unconsolidated basisa month by month basis and thereafter, prepared in accordance with the Accounting Principlesshall promptly deliver any amendment thereto; (iii) concurrently with 7.10.8 promptly after the delivery sending thereof, copies of Financial Statements provided pursuant all financial statements, reports or other information sent to any holder of sub-paragraphs the Senior Debt; 7.10.9 promptly after becoming aware of (i) or (ii) abovethe occurrence thereof, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis notice of the results institution by any Person of the period covered by such Financial Statements; (iv) as soon as possible after the end of each of the four (4) Financial Quartersany action, an updated detailed capitalization table of the Company and each Subsidiary; (v) as soon as availablesuit or proceeding or any governmental investigation or any arbitration, but in before any event within twenty (20) days after the end of each monthcourt or arbitrator or any governmental or administrative body, the management accounts for such month for the Company and each Material Subsidiary; (vi) no later than forty-five (45) days before commencement of each Financial Yearagency, the proposed updated annual Business Plan (including the capital and operating budget that must include a forecast of the revenuesor official, expenses, and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for such Financial Year; (vii) copies of all information and reports relating to any material matter relating to the business of the Company and each Material Subsidiary, including (A) any information provided by against the Company or any of its Material Subsidiaries to any debt financiers thereof and (B) details or material properties of any Action commenced against of the Company or any Material Subsidiary or any Related Party that has had or could reasonably be expected foregoing, and which if adversely determined is likely to have a Material Adverse Effect; , or (viiiii) promptly upon the Company’s or Merqueo S.A.S receipt of actual knowledge thereof, a copy notice of the threat of any management letter such action, suit, proceeding, investigation or arbitration, each such notice under this subsection to specify, if known, the amount of damages being claimed or other material communication sent by relief being sought, the Auditor (nature of the claim, the Person instituting the action, suit, proceeding, investigation or arbitration, and any other accountants retained by significant features of the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures;claim; and (ix) such information relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor may request from time to time; (x) 7.10.10 such other information as any Major Investor (respecting the condition or other Shareholder) may reasonably request with respect to the Company operations, financial or any Material Subsidiary or the Property or Operations otherwise, of the Company or any Material Subsidiary; (xi) so long of its Subsidiaries as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a Purchaser may from time to be mutually agreed with the Companytime reasonably request, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investor; and (xii) at least annuallyincluding, without limitation budget, projections, and upon request from any Major Investor presentations to lenders or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))investor groups.

REPORTING COVENANTS. (a) The Company shall furnish, or cause Merqueo S.A.S Borrower will provide to furnish to each Major Investor, and if requested by any other Shareholder, to such other Shareholder the Agent the following financial information: (i) as soon as available but in any event within ninety days (90) days after the end of each Financial Year, audited Financial Statements for such Financial Year setting forth in comparative form the corresponding figures for the previous Financial Year and all associated notes to such quarterly consolidated financial statements, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited in accordance with the Accounting Principles; (ii) as soon as available but in any event within forty-five (45) days after the end of each fiscal quarter of the four Borrower; (4ii) Financial Quarterscopies of management updates, unaudited Financial Statements for such Financial Quarter, setting forth in comparative form budgets and other related reports on the corresponding figures for the corresponding Financial Quarters operational results of the previous Financial Year, Obligors which have been provided to the board of directors of the Borrower at such directors’ regular board meetings and all associated notes such other financial information relating to the foregoing as the Agent reasonably requires to assess the liquidity of the Obligors and the Obligors’ performance against such statement, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, prepared in accordance with the Accounting Principlesbudgets; (iii) concurrently a quarterly business review on such terms, and such basis, as is required by the Agent, such to determine the status of business as it relates to the Obligors, and in particular compliance with the delivery terms of Financial Statements provided pursuant to any of sub-paragraphs (i) or (ii) above, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial Statementsthis Agreement; (iv) as soon as possible after annual audited consolidated financial statements within ninety (90) days of the end of each fiscal year of the four (4) Financial Quarters, an updated detailed capitalization table of the Company and each SubsidiaryBorrower; (v) as soon as availableon a monthly basis, but in any event within twenty (20) days after of the end or each calendar month: 1. unconsolidated financial statements of each monthObligor; 2. unconsolidated general and ledger trial balance for each Obligor; 3. an accounts receivable summary for each debtor of the Obligors, aged by invoice date; 4. an accounts payable summary for each creditor of the management accounts Obligors, aged by invoice date; 5. bank reconciliations, including for such month for the Company greater certainty, bank statements and each Material Subsidiarya complete listing of outstanding cheques; 6. confirmation of payment of all taxes owing by any Obligor; and (vi) no later than forty-five (45) days before commencement on a weekly basis, on Friday of each Financial Year, the proposed updated annual Business Plan week (including the capital and operating budget that must include a forecast as of Thursday of such week); 1. an accounts receivable summary for each debtor of the revenuesObligors, expensesaged by invoice date; 2. an accounts payable summary for each creditor of the Obligors, and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for such Financial Year;aged by invoice date; and (vii) copies of all any addition financial and reporting information and reports relating to any material matter relating to as the business of the Company and each Material Subsidiary, including (A) any information provided by the Company or any of its Material Subsidiaries to any debt financiers thereof and (B) details of any Action commenced against the Company or any Material Subsidiary or any Related Party that has had or could reasonably be expected to have a Material Adverse Effect; (viii) promptly upon the Company’s or Merqueo S.A.S receipt thereof, a copy of any management letter or other material communication sent by the Auditor (or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor Agent may reasonable request from time to time; (x) such other information as any Major Investor (or other Shareholder) may reasonably request with respect to the Company or any Material Subsidiary or the Property or Operations of the Company or any Material Subsidiary; (xi) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investor; and (xii) at least annually, and upon request from any Major Investor or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))its sole discretion.

REPORTING COVENANTS. The Company shall furnishSo long as this Agreement is in effect, and until the Obligations have been indefeasibly paid in full, and except as otherwise permitted by the prior written consent of the Agent, each Obligor covenants and agrees that it: (a) will provide or cause Merqueo S.A.S to furnish be provided to each Major Investorthe Agent all of the following, in form and if requested by any other Shareholder, detail satisfactory to such other Shareholder the following informationAgent: (i) as soon as available but in any event annually, within ninety 120 days after each fiscal year end of the Borrower, a copy of the audited financial statements of the Obligors for such fiscal year; (90ii) quarterly, within 60 days after each calendar quarter end, internal financial reporting for each Obligor on a consolidated and unconsolidated basis; (iii) monthly within 20 days after the end of each Financial Yearcalendar month: (A) internal management prepared financial statements of the Borrower and each other Obligor at the end of such calendar month on a consolidated and unconsolidated basis; (B) a trial balance of the Borrower and each other Obligor as at the end of such calendar month; (C) a certificate setting out the details of the Borrowing Base Amount (each a “Borrowing Base Certificate”) as at the last day of such calendar month;; and Phoenix Capital Group Holdings, audited Financial Statements for LLC NATDOCS\70362498\V-8 (D) a completed and executed Compliance Certificate; and (E) proof of all payments required to be made on all taxes owing by the Borrower and each other Obligor; and (iv) such Financial Year setting forth in comparative form other documents and information as the corresponding figures for Agent and the previous Financial Year Borrower may mutually agree. (b) as requested by the Agent: (i) copies of all original final purchase orders, invoices, supply agreements and all associated notes to such statementssimilar agreements; and (ii) copies of the annual budgets and business plans, including sales plans and revenue projections, for the Company in Dollars Obligors, as available; (c) a periodic (but no more than monthly) business review of the Obligors on a Consolidated Basis such terms and for such basis as may be required by the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited in accordance Agent to determine compliance with the Accounting Principlesterms of this Agreement and the other Credit Documents; (d) promptly (but in no event more than five (5) Business Days after the Borrower receives knowledge of the occurrence of each such event or matter) give written notice to the Agent in reasonable detail of: (i) each meeting of the shareholders and/or the board of directors of any Obligor, together with copies of the minutes thereof and/or any resolutions adopted at such meeting; (ii) as soon as available but in the occurrence of any event within forty-five (45) days after the end Default or any Event of each of the four (4) Financial Quarters, unaudited Financial Statements for such Financial Quarter, setting forth in comparative form the corresponding figures for the corresponding Financial Quarters of the previous Financial Year, and all associated notes to such statement, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, prepared in accordance with the Accounting PrinciplesDefault; (iii) concurrently with the delivery any violation of Financial Statements provided pursuant to any of sub-paragraphs (i) Applicable Law which results or (ii) above, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial Statementscould result in a Material Adverse Change; (iv) as soon as possible after the end of each of the four (4) Financial Quarters, an updated detailed capitalization table of the Company and each Subsidiaryany litigation pending or threatened against any Obligor which could reasonably be expected to result in a Material Adverse Change; (v) as soon as availableany Lien or Adverse Claim, but in other than Permitted Liens, registered or alleged or asserted against any event within twenty (20) days after the end of each month, the management accounts for such month for the Company and each Material SubsidiaryCollateral; (vi) no later than forty-five (45) days before commencement of each Financial Yearany change in the name, the proposed updated annual organizational structure or the jurisdiction of organization of any Obligor, including as a result of any amalgamation, arrangement, continuance, dissolution or any Business Plan (including the capital and operating budget that must include a forecast of the revenues, expenses, and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for Combination Transaction involving such Financial YearObligor; (vii) copies the occurrence of all information and reports relating to any material matter relating to the business of the Company and each Material Subsidiary, including (A) any information provided by the Company or any of its Material Subsidiaries to any debt financiers thereof and (B) details of any Action commenced against the Company or any Material Subsidiary or any Related Party that has had or could reasonably be expected to have a Material resulting in an Adverse Effect; (viii) promptly upon the Company’s or Merqueo S.A.S receipt thereof, a copy of any management letter Claim or other material communication sent by the Auditor (or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor may request from time to time; (x) such other information as any Major Investor (or other Shareholder) may reasonably request dispute with respect to the Company or any Material Subsidiary or the Property or Operations title of the Company or any Material Subsidiary; (xi) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time Borrower to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investor; and (xii) at least annually, and upon request from any Major Investor or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))its assets.

REPORTING COVENANTS. (a) The Company shall furnish, or cause Merqueo S.A.S to will furnish to each Major Investor, and if requested by any other Shareholder, to such other Shareholder of the following informationLenders: (i) as soon as available but and in any event within ninety days (90) no later than 90 days after the end of each Financial Yearfiscal year of the Company, an audited Financial Statements for such Financial Year setting forth in comparative form the corresponding figures for the previous Financial Year and all associated notes to such statements, for the Company in Dollars on a Consolidated Basis and for consolidated balance sheet of the Company and its Subsidiaries as of the close of such fiscal year, and the related audited consolidated statements of income and cash flow of the Company and its Subsidiaries for each such fiscal year, all in reasonable detail and with (1) an unqualified opinion of its Material Subsidiaries in Cooper, Selvin & Strassberg LLP, or such other indepenxxxx xxxxxxxxx pxxxxx xxxountant of recognized standing selected by the applicable currency on an unconsolidated basisCompany and satisfactory to the Required Lenders, audited in accordance and (2) a certificate (with supporting details) from the Accounting PrinciplesChief Financial Officer of the Company stating whether a Default or Event of Default exists; (ii) as soon as available but and in any event within forty-five (45) 45 days after the end of each fiscal quarter of the four Company, its quarterly unaudited financial statements, together with a certificate in the form of EXHIBIT I hereto (4the "COMPLIANCE CERTIFICATE") by the Chief Financial Quarters, unaudited Financial Statements for such Financial Quarter, setting forth in comparative form the corresponding figures for the corresponding Financial Quarters Officer of the previous Financial Year, and all associated notes to such statement, for Company (with supporting details) stating that the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, financials were prepared in accordance with GAAP (subject to customary year-end audit adjustments) and that the Accounting Principlescovenants described in Article VII have been met; (iii) concurrently with the delivery of Financial Statements provided pursuant to any of sub-paragraphs (i) or (ii) above, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial Statements; (iv) as soon as possible after the end of each of the four (4) Financial Quarters, an updated detailed capitalization table of the Company available and each Subsidiary; (v) as soon as available, but in any event within twenty (20) 45 days after the end of each month, the management accounts for such month for monthly unaudited financial statements of the Company and each Material Subsidiary;Company; and (viiv) no later than forty-five (45) at least 15 days before commencement prior to the closing of each Financial Yearany acquisition permitted under Section 6.07(b), the proposed updated annual Business Plan (including the capital adjusted pro forma balance sheet and operating budget that must include a forecast income statements of the revenuesCompany, expenses, and cash position on a month- to-month basis) for reflecting the Company and the Material Subsidiaries for such Financial Year; (vii) copies of all information and reports relating to any material matter relating to the business financial conditional of the Company and its Subsidiaries after such acquisition, all in accordance with GAAP. In each Material Subsidiarycase, including (A) any information such financial statements shall include balance sheets, income statements, and statements of cash flows for the Company, provided, HOWEVER, that the monthly financial statements provided by the Company to the Lenders shall not include a statement of cash flows. (b) The Company will furnish to each of the Lenders, with reasonable promptness, notice of certain other events, including the occurrence or any of its Material Subsidiaries to any debt financiers thereof and (B) details existence of any Action commenced against the Company Default or Event of Default, any Material Subsidiary citation for a material violation of environmental laws or any Related Party that has had or could reasonably be expected to have a Material Adverse Effect; (viii) promptly upon the Company’s or Merqueo S.A.S receipt thereofregulations, a copy of any management letter or other material communication sent by the Auditor (or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information important matters relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor may request from time to time; (x) funding of employee benefit plans, or such other information as any Major Investor (Lender or other Shareholder) the Agent may reasonably request with respect to the Company or any Material Subsidiary or the Property or Operations of the Company or any Material Subsidiary; (xi) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investor; and (xii) at least annually, and upon request from any Major Investor or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))request.

REPORTING COVENANTS. The Company At all times while this Agreement is in effect or any indebtedness of a Borrower to Bank remains unpaid, each Borrower shall furnish, or cause Merqueo S.A.S to furnish to each Major InvestorBank the following, all in form and if requested by any other Shareholdersubstance and with a degree of detail, satisfactory to such other Shareholder the following informationBank: (i1) as soon as available but and in any event within ninety days (90) days after the end of each Financial Year, audited Financial Statements for such Financial Year setting forth in comparative form the corresponding figures for the previous Financial Year and all associated notes to such statements, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited in accordance with the Accounting Principles; (ii) as soon as available but in any event within forty-forty five (45) days after the end of each quarter of each fiscal year of TWW, a consolidated and consolidating balance sheet of TWW and the Subsidiaries as of the four (4) Financial Quarters, unaudited Financial Statements for end of such Financial Quarter, setting forth in comparative form quarter and consolidated and consolidating statements of income and retained earnings of TWW and the corresponding figures Subsidiaries for the corresponding Financial Quarters period commencing at the end of the previous Financial Year, fiscal year and all associated notes to such statement, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, prepared in accordance ending with the Accounting Principlesend of such quarter, each prepared and certified by the chief financial officer of TWW as true and correct; (iii) concurrently with the delivery of Financial Statements provided pursuant to any of sub-paragraphs (i) or (ii) above, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial Statements; (iv2) as soon as possible after the end of each of the four (4) Financial Quarters, an updated detailed capitalization table of the Company available and each Subsidiary; (v) as soon as available, but in any event within twenty no later than ninety (2090) days after the end of each monthfiscal year of TWW and the Subsidiaries, a consolidated and consolidating balance sheet of TWW and the management accounts Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income and retained earnings of TWW and the other Subsidiaries for such month for fiscal year, all prepared, audited and certified by independent public accountants acceptable to Bank and certified by the Company chief financial officer of TWW as true and each Material Subsidiarycorrect; (vi3) as soon as available and in any event no later than forty-five ninety (4590) days before commencement after the end of each Financial Yearcalendar year, the proposed updated annual Business Plan (including the capital financial statements of Medina reviewed by independent public accountants acceptable to Bank xxx xxrtified by Medina as true and operating budget that must include a forecast of the revenues, expenses, and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for such Financial Yearcorrect; (vii4) by the fifteenth (15) xxx xx each month, accounts receivable and accounts payable agings for Borrowers as of the end of the previous month and a schedule of their inventory as of the end of the previous month; (5) notice of any event which has or may have a material adverse effect upon the financial condition of such Borrower or the value or viability of any of the Collateral; (6) as soon as possible and in any event within ten (10) days after the commencement thereof or any adverse determination therein, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality materially affecting such Borrower or any of the Collateral; (7) as soon as possible and in any event within ten (10) days after the occurrence of each Event of Default or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, a statement the chief financial officer of such Borrower setting forth the details of such Event of Default or event and the action which such Borrower proposes to take with respect thereto; (8) promptly after the filing or receiving thereof, copies of all information reports and reports relating to any material matter relating to notices which such Borrower files under the business Employee Retirement Income Security Act of 1974 ("ERISA") with the Company and each Material SubsidiaryInternal Revenue Service, including (A) any information provided by the Company Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which such Borrower receives from any of its Material Subsidiaries to any debt financiers thereof and (B) details of any Action commenced against the Company or any Material Subsidiary or any Related Party that has had or could reasonably be expected to have a Material Adverse Effectthem; (viii9) promptly upon within ten (10) days after Bank requests same, and in any event, within ten (10) days after the Company’s or Merqueo S.A.S receipt thereofend of each calendar quarter, a copy updated lists of any management letter or other material communication sent by the Auditor (or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor may request from time to time; (x) such other information as any Major Investor (or other Shareholder) may reasonably request with respect to the Company or any Material Subsidiary or the Property or Operations all of the Company or any Material Subsidiary; (xiitems described in subsection 9(b) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of and subsections 14(k) through 14(o), with all the Companyinformation specified therein, (A) development indicators report at a time certified by Borrowers to be mutually agreed with the Companytrue, in form correct and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investorcomplete; and (xii10) at least annuallywithin a reasonable time, and upon request from any Major Investor such other information respecting the condition or operations, financial or otherwise, of such Borrower (including without limitation whatever information is necessary to determine whether such Borrower is in compliance with the covenants in the Loan Documents), Guarantors or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (Collateral as provided Bank may from time to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))time request.

REPORTING COVENANTS. (a) The Company shall furnish, or cause Merqueo S.A.S to will furnish to the Administrative Agent for distribution to each Major Investor, and if requested by any other Shareholder, to such other Shareholder of the following informationLenders: (i) as soon as available but and in any event within ninety days (90) no later than 90 days after the end of each Financial YearFiscal Year of the Company, an audited Financial Statements for such Financial Year setting forth in comparative form the corresponding figures for the previous Financial Year and all associated notes to such statements, for the Company in Dollars on a Consolidated Basis and for consolidated balance sheet of the Company and its Subsidiaries as of the close of such Fiscal Year, and the related audited consolidated statements of income and cash flow of the Company and its Subsidiaries for each such fiscal year, all in reasonable detail and with (1) an unqualified opinion of its Material Subsidiaries in Margolin, Winer & Evens LLP, or such other independent certxxxxx xubxxx accountanx xx recognized standing selected by the applicable currency Company and satisfactory to the Required Lenders, (2) a certificate (with supporting details and calculations of financial covenants) from the Chief Financial Officer of the Company stating whether a Default or Event of Default exists and (3) a copy of the auditors letter to management; provided, however, that at any other time that the auditors issue a letter to management, the Company shall provide such letter within 10 days after receiving such letter; provided, further, that if an auditors letter to management is available at closing, the Company shall provide such letter on an unconsolidated basis, audited in accordance with the Accounting PrinciplesClosing Date; (ii) as soon as available but and in any event within 45 days after the end of each fiscal quarter of the Company that is not the end of a Fiscal Year, its quarterly unaudited financial statements, together with (A) a certificate in the form of Exhibit H hereto (the "Compliance Certificate") by the Chief Financial Officer of the Company (with supporting details and calculations of financial covenants) stating that (x) the financials were prepared in accordance with GAAP (subject to customary year-end audit adjustments) and that the covenants described in Article VII have been met and (y) whether a Default or Event of Default exists (specifying the nature thereof and intended response) and (B) a comparison of the quarterly unaudited financial statements to the projections and an analysis as to the differences, if any, between the unaudited financial statements and the projections; (iii) as soon as available and in any event within 45 days after the end of each month, the consolidated balance sheet and related statement of income of the Company, which shall include the amount of Capital Expenditures for such month; and (iv) as soon as available and in any event not later than forty-five (45) days after the end of each fiscal year of the four (4) Financial QuartersCompany, unaudited Financial Statements for such Financial Quarter, setting forth in comparative form the corresponding figures financial projections with supporting assumptions for the corresponding Financial Quarters of following fiscal year, in a form satisfactory to the previous Financial YearAgents. In each case, and all associated notes to such statementfinancial statements, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, prepared in accordance with the Accounting Principles; (iii) concurrently with the delivery of Financial Statements provided pursuant to any of sub-paragraphs (ia)(i), (a)(ii) or and (iia)(iv) above, an annual or quarterly reviewshall include balance sheets, as applicableincome statements, and statements of operations and financial results, which shall include, inter alia, cash flows for the management’s discussion and analysis of the results of the period covered by such Financial Statements;Company. (ivb) as soon as possible after the end of The Company will promptly furnish to each of the four (4) Financial QuartersLenders notice of certain other events, an updated detailed capitalization table of the Company and each Subsidiary; (v) as soon as available, but in any event within twenty (20) days after the end of each month, the management accounts for such month for the Company and each Material Subsidiary; (vi) no later than forty-five (45) days before commencement of each Financial Year, the proposed updated annual Business Plan (including the capital and operating budget that must include occurrence or existence of any Default or Event of Default, any citation for a forecast material violation of the revenuesenvironmental laws or regulations, expenses, and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for such Financial Year; (vii) copies of all information and reports important matters relating to any material matter relating to the business funding of the Company and each Material Subsidiaryemployee benefit plans, including (A) any information provided by the Company or any of its Material Subsidiaries to any debt financiers thereof and (B) details of any Action commenced against the Company or any Material Subsidiary or any Related Party that has had or could reasonably be expected to have a Material Adverse Effect; (viii) promptly upon the Company’s or Merqueo S.A.S receipt thereof, a copy of any management letter or other material communication sent by the Auditor (or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor may request from time to time; (x) such other information as any Major Investor (Lender or other Shareholder) the Administrative Agent may reasonably request with respect to the Company or any Material Subsidiary or the Property or Operations of the Company or any Material Subsidiary; (xi) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investor; and (xii) at least annually, and upon request from any Major Investor or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))request.

REPORTING COVENANTS. The So long as any portion of the Obligations shall remain unpaid or any Bank shall have any Commitment hereunder, the Company will, unless the Majority Banks shall furnishotherwise consent in writing: (a) Furnish, or cause Merqueo S.A.S to furnish to each Major Investor, and if requested by any other Shareholderbe furnished, to such other Shareholder the Administrative Agent, on behalf of the Banks and to be distributed to the Banks by the Administrative Agent, copies of the following information:financial statements, reports, certificates and information (and, with respect to documents filed with or provided to the Securities and Exchange Commission, in sufficient copies for all of the Banks): (i) as soon as available but and in any event within ninety days (90) 45 days after the close of each of the first three quarters of each Fiscal Year, consolidated and consolidating balance sheets at the close of such quarter, and the related consolidated and consolidating statements of earnings, stockholders' equity and cash flows for the period commencing at the end of each Financial Year, audited Financial Statements for such Financial Year setting forth in comparative form the corresponding figures for the previous Financial Fiscal Year and all associated notes to ending with the close of such statementsquarter, for the Company in Dollars on a Consolidated Basis and for of the Company and for each its Subsidiaries, certified by the Vice President and Controller or Executive Vice President and Chief Financial Officer of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited in accordance with the Accounting PrinciplesCompany; (ii) as soon as available but and in any event within forty-five (45) 90 days after the end close of each Fiscal Year: (1) consolidated balance sheets at the close of such Fiscal Year and the four (4) Financial Quartersrelated consolidated statements of earnings, unaudited Financial Statements stockholders' equity and cash flows for such Financial Quarter, setting forth in comparative form the corresponding figures for the corresponding Financial Quarters of the previous Financial Fiscal Year, and all associated notes to such statement, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, prepared in accordance with the Accounting Principles; (iii) concurrently with the delivery of Financial Statements provided pursuant to any of sub-paragraphs (i) or (ii) above, an annual or quarterly review, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis of the results of the period covered by such Financial Statements; (iv) as soon as possible after the end of each of the four (4) Financial Quarters, an updated detailed capitalization table of the Company and each Subsidiary; (v) as soon as availableits Subsidiaries, but in certified without qualification by KPMG Peat Marwick, another of the "Big Six" accounting firms, or any event within twenty (20) days after the end other independent public accountants of each month, the management accounts for such month for recognized standing selected by the Company and each Material Subsidiary;acceptable to the Majority Banks, (vi2) no later than forty-five (45) days before commencement of each Financial Year, the proposed updated annual Business Plan (including the capital and operating budget that must include a forecast written statement by such accountants setting forth in reasonable detail a calculation of the revenues, expenses, financial covenants set forth in Section 9.04 at the close of such Fiscal Year and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for such Financial Year; (vii) copies of all information and reports relating to any material matter relating further to the business effect that they have examined the provisions of this Agreement and that at the Company and each Material Subsidiary, including (A) date of such statement are not aware of any information provided default in the performance by the Company or any of its Material Subsidiaries of any obligation to be performed by such Person hereunder or under any debt financiers thereof instrument or document executed pursuant hereto, except such, if any, as may be disclosed in such statement, (3) a consolidating balance sheet at the close of such Fiscal Year, and the related consolidating statements of earnings, stockholders' equity and cash flows for such Fiscal Year, of the Company and its Subsidiaries, certified by the Vice President and Controller or Executive Vice President and Chief Financial Officer of the Company, and (4) copies of the detailed financial and management reports submitted to the Company by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Company or any Subsidiary; (iii) together with the financial statements delivered pursuant to Sections 9.02(a)(i) and (Bii) details hereof, a Compliance Certificate; (iv) promptly upon the mailing thereof to stockholders of the Company generally, any annual report, proxy statement or other communication; (v) promptly upon any filing thereof by the Company with the Securities and Exchange Commission, any annual, periodic or special report or registration statement (exclusive of exhibits thereto) generally available to the public; (vi) promptly from time to time a written report (which may be contained in the Company's Form 10-Q or 10-K as filed from time to time with the Securities and Exchange Commission) of any Action commenced changes in the list of its Subsidiaries set forth on Schedule 8.01(i); and (vii) as and when available, for each Multicurency Borrower, a balance sheet at the close of the fiscal year for such Multicurrency Borrower, and the related statements of earnings, stockholders' equity and cash flows for such fiscal year, prepared in accordance with local accounting principles and certified by the Vice President and Controller or Executive Vice President and Chief Financial Officer of the Company. (b) Immediately give notice to the Banks of: (i) the occurrence of any Event of Default or Unmatured Event of Default hereunder; (ii) any litigation, arbitration, governmental investigation (except audits by the Internal Revenue Service not involving a special agent) or proceeding not previously disclosed to the Banks is instituted or, to the knowledge of the Company, threatened against the Company or any Material Subsidiary of its Subsidiaries or to which any Related Party that has had or could reasonably be expected to have a Material Adverse Effect; (viii) promptly upon of the Company’s or Merqueo S.A.S receipt thereof, a copy properties of any management letter thereof is subject which (a) involves individually more than the Individual Material Amount or, in the aggregate, more than the Aggregate Material Amount, or other material communication sent by (b) if adversely determined, might materially adversely affect the Auditor (consolidated financial condition or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information relating to the insurance policies maintained by operations of the Company and its Material Subsidiaries as any Major Investor may request from time to time; (x) such other information as any Major Investor (or other Shareholder) may reasonably request with respect to impair the Company or any Material Subsidiary or the Property or Operations ability of the Company to perform any of its obligations under this Agreement, the other Credit Documents, or (c) purports to affect the legality, validity or enforceability of any Material Subsidiary; (xi) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM InvestorCredit Document; and (xiiiii) at least annuallyany material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Company to the Banks. (c) Furnish, or cause to be furnished, to the Agents and upon request from any Major Investor or any the Banks such other Shareholder, updated information regarding the direct business, affairs and indirect ownership condition (financial or otherwise) of the Company (and its Subsidiaries as provided the Agents or any Bank may from time to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information))time reasonably request.

REPORTING COVENANTS. The ‌ Unless the Slovak Party otherwise agrees in writing, and unless prohibited by applicable Slovak law, the Parties shall cause each Core Group Company shall furnish, to provide or cause Merqueo S.A.S to furnish be provided (in the case of the Company) to each Major Investorall members of the Supervisory Board or (in the case of a Core Subsidiary) to all members of the respective Subsidiary Supervisory Board: 13.1.1 within one hundred and eighty (180) days of the end of that Core Group Company’s financial year, and if requested by any other Shareholder, to such other Shareholder from the following informationauditors of that Core Group Company: (i) as soon as available but in any event within ninety days (90) days after the end of each Financial Year, annual audited Financial Statements for such Financial Year setting forth in comparative form the corresponding figures for the previous Financial Year and all associated notes to such statements, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries in the applicable currency on an unconsolidated basis, audited financial statements prepared in accordance with IFRS consistently applied, including balance sheet, profit and loss account, cash flow statement and notes to the Accounting Principlesfinancial accounts; (ii) a management letter as soon to the adequacy of that Core Group Company’s financial control procedures and accounting systems and other matters as available but in any event appropriate; and (iii) a statement of all financial transactions of that Core Group Company with Related Parties and transactions that have been entered into on other than Arm’s Length terms; 13.1.2 within forty-five one hundred and twenty (45120) days after following the end of the financial year of that Core Group Company, a report on material environmental issues (if any) that have arisen in relation to the operations of that Core Group Company; 13.1.3 within sixty (60) days following the end of each calendar quarter, unaudited financial statements; 13.1.4 within thirty (30) days of (in the case of the four (4Company) Financial Quarters, unaudited Financial Statements for such Financial Quarter, setting forth in comparative form the corresponding figures for the corresponding Financial Quarters any General Meeting or meeting of the previous Financial Year, and all associated notes to such statement, for the Company in Dollars on a Consolidated Basis and for the Company and for each of its Material Subsidiaries Supervisory Board or (in the applicable currency on an unconsolidated basiscase of a Core Subsidiary) any Subsidiary General Meeting or meeting of the respective Subsidiary Supervisory Board, prepared the minutes of such meetings; within fifteen (15) days after their approval (in accordance with the Accounting Principlescase of the Company) the minutes of the meeting of the Board of Directors or (in the case of a Core Subsidiary) the minutes of the meeting of the respective Subsidiary Board of Directors; (iii) concurrently with the delivery of Financial Statements provided pursuant to any of sub-paragraphs (i) or (ii) above, an annual or quarterly review13.1.5 such information as a Supervisory Board member or, as applicable, of operations and financial results, which shall include, inter alia, the management’s discussion and analysis a member of the results of respective Subsidiary Supervisory Board may reasonably request and access to the period covered by such Financial Statements;Company’s or the relevant Core Subsidiary’s premises and books; and (iv) 13.1.6 as soon as possible after the end practicable, notice of each of the four (4) Financial Quartersevents or conditions, an updated detailed capitalization table of the Company and each Subsidiary; (v) as soon as available, but in any event within twenty (20) days after the end of each month, the management accounts for such month for the Company and each Material Subsidiary; (vi) no later than forty-five (45) days before commencement of each Financial Year, the proposed updated annual Business Plan (including the capital and operating budget that must include a forecast of the revenues, expenses, and cash position on a month- to-month basis) for the Company and the Material Subsidiaries for such Financial Year; (vii) copies of all information and reports relating to any material matter relating to the business of the Company and each Material Subsidiary, including (A) any information provided by the Company or any of its Material Subsidiaries to any debt financiers thereof and (B) details of any Action commenced against the Company or any Material Subsidiary or any Related Party that has had or which could reasonably be expected to have a Material Adverse Effect; (viii) promptly upon material adverse effect on the Company’s business or Merqueo S.A.S receipt thereof, a copy of any management letter or other material communication sent by the Auditor (or any other accountants retained by the Company or any Subsidiary) in relation to the Company’s or any Material Subsidiary financial, accounting, management information or other systems and financial control procedures; (ix) such information relating to the insurance policies maintained by the Company and its Material Subsidiaries as any Major Investor may request from time to time; (x) such other information as any Major Investor (or other Shareholder) may reasonably request with respect to the Company or any Material Subsidiary or the Property or Operations operations of the Company or any Material the relevant Core Subsidiary; (xi) so long as IDB Invest or MGM Investor holds any Shares or other Equity Securities of the Company, (A) development indicators report at a time to be mutually agreed with the Company, in form and substance reasonably satisfactory to IDB Invest and MGM respectively (B) the environmental and social information required under Section 3.3 of the IDB Invest Policy Agreement in accordance with the requirements thereof; and (C) the environmental and social information required by MGM Investor; and (xii) at least annually, and upon request from any Major Investor or any other Shareholder, updated information regarding the direct and indirect ownership of the Company (as provided to the Company, pursuant to requests made by it to the Shareholders under Section 2.9 (Beneficial Ownership Information)).