Common use of Reports, Certificates and Other Information Clause in Contracts

Reports, Certificates and Other Information. The Borrower shall furnish to the Lender: (A) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subject.

Reports, Certificates and Other Information. The Borrower shall furnish to the Lender: (A) as soon as available and in any event within 120 one hundred and twenty (120) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an a registered independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated its results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 ninety (90) days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, ; and (iii) any development or event that has had or could reasonably be expected to have a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; andMaterial Adverse Effect. (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s registered independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subject.

Reports, Certificates and Other Information. The Borrower shall (a) Financial Statements and Other Information. SAI will furnish to GS and, if applicable, the LenderCollateral Agent: (A) as soon as available and in any event within 120 150 days after the end of each fiscal year of the Borroweryear, the its audited consolidated balance sheet and related statements of the Borrower operations, stockholders’ equity and its consolidated Subsidiaries cash flows as at of the end of such fiscal year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding previous fiscal year, all in reasonable detail certified by an officer of SAI and accompanied reported on by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm accountants of recognized national standing selected by (without a “going concern” or like qualification or exception and without any qualification or exception as to the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects the financial condition and results of operations of SAI and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal yearapplied; (B) as soon as available and in any event within 90 45 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrowerquarter, the condensed its consolidated and consolidating balance sheet and related statements of the Borrower and its consolidated Subsidiaries operations as at of the end of and for such quarterly period fiscal quarter and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part then elapsed portion of the fiscal year ended with such quarterly periodand the related statements of cash flows and stockholders’ equity for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the preceding balance sheet, as of the end of such period) the previous fiscal year, all in reasonable detail and certified by one of its officers as presenting fairly in all material respects the financial condition and results of operations of SAI and its Subsidiaries on a principal financial officer of the Borrower consolidated basis in accordance with GAAP consistently applied, subject to normal recurring year-end adjustments;adjustments and lack of footnotes; and (C) immediately upon concurrently with any delivery of SAI’s financial statements under Section 5.2(a)(A) or Section 5.2(a)(B) above, a senior certificate of an officer in the Borrower’s finance department becoming aware of (i) the existence of SAI, certifying as to whether a Default or an Event of Default; and (ii) any matter that Default has resulted occurred and, if a Default or could reasonably be expected to result in a Material Adverse EffectEvent of Default has occurred, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between specifying the Borrower or any of its Subsidiaries details thereof and any Governmental Authority; (b) the commencement of, action taken or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant proposed to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take taken with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subject.

Reports, Certificates and Other Information. The Borrower shall furnish to the Lender: (A) as soon as available and in any event within 120 days after the end of each fiscal year Fiscal Year of the Borrower, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year Fiscal Year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal yearFiscal Year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year Fiscal Year and their consolidated results of operations and the consolidated cash flows for such fiscal yearFiscal Year; (B) as soon as available and in any event within 90 45 days after the end of each quarterly fiscal quarter period (other than the last quarterly period) in of each fiscal year Fiscal Year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year Fiscal Year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal yearFiscal Year, all in reasonable detail and certified by a principal financial the senior officer of in the Borrower Borrower’s finance department, subject to normal year-end adjustments; (C) as soon as available and in any event within 30 days after the Borrower knows or has reason to know that any circumstances exist that constitute grounds entitling the Pension Benefit Guaranty Corporation (“PBGC”) to institute proceedings to terminate a Plan subject to ERISA with respect to the Borrower or any commonly controlled entity, and promptly but in any event within two (2) business days of receipt by the Borrower or any commonly controlled entity of notice that the PBGC intends to terminate a plan or appoint a trustee to administer the same, and promptly but in any event within five (5) business days of the receipt of notice concerning the imposition of withdrawal liability with respect to the Borrower or any commonly controlled entity, the Borrower will deliver to the Lender a certificate of the chief financial officer of the Borrower setting forth all relevant details and the action which the Borrower proposes to take with respect thereto; (D) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and; (DE) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders; (F) within five (5) business days following the close of each calendar month with respect to the month just ended: (i) reports on the progress of the development and construction of the Project and (ii) reports on the business operations of Borrower (including, without limitation, reports on production volume, customer lists, sales volume, unit pricing and such other information required by Lender); each of the foregoing reports and information required under this Section 5.2 (F) shall be in such form, substance and detail as required by Lender, in its sole discretion, and each of which shall be duly certified by a duly authorized officer(s) of Borrower having knowledge of the respective contents, as shall be reasonably determined by Lender. At any reasonable time and from time to time, upon not less than ten (10) Business Days’ prior written noticenotice (unless an Event of Default has occurred and is continuing, in which event no notice from Lender shall be required), the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subject.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause to the be furnished to Lender: (Aa) as As soon as available and available, but in any event within 120 105 days after the end of each Fiscal Year of the Consolidated Entity: (i) copies of the balance sheets of the Consolidated Entity as at the end of such Fiscal Year and the related statements of earnings, shareholders' equity and cash flows for such Fiscal Year, in each case setting forth in comparative form the figures for the previous year and, as prepared by the Parent and Borrowers in the current business plan and containing a narrative discussion by the Parent and Borrowers of variances reflected by such comparisons, prepared in reasonable detail, on a consolidated and consolidating basis and in accordance with GAAP applied consistently throughout the periods reflected therein, such consolidated financial statements to be certified, without a going concern or like qualification or qualification arising out of the scope of the audit, by BDO Xxxxxxx LLP (or such other independent certified public accountants of recognized standing as shall be selected by Parent with Lender's approval); and (ii) a certificate from the accountants identified in clause (i) of this Section 11.1(a) (the "Accountants") containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in this Section 11, and to the effect that, in making the examination necessary for the signing of the annual audit report of the Consolidated Entity by such accountants, they have not become aware of any non-compliance by Parent or any Borrower with this Agreement or any Related Document or any Event of Default or Unmatured Event of Default. (b) As soon as available, but in any event within 50 days after the end of each fiscal year quarter of the BorrowerConsolidated Entity, copies of the audited consolidated unaudited balance sheet of the Borrower and its consolidated Subsidiaries Consolidated Entity as at the end of such fiscal year quarter and the consolidated related unaudited statements of incomeearnings, shareholders' equity and cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal yearquarter and the portion of the Fiscal Year through such fiscal quarter, setting forth in each case setting forth in comparative form the corresponding figures for the preceding fiscal yearcorresponding periods of the previous Fiscal Year and in the current business plan and containing a narrative discussion of variances reflected by such comparisons, all prepared in reasonable detail detail, on a consolidated and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, consolidating basis and in accordance with GAAP applied consistently applied (except for changes in which throughout the periods reflected therein, accompanied by a "management letter" containing a narrative discussion of such accountants concur), financial statements and certified by the consolidated Accountants or the chief financial officer of Parent as presenting fairly the financial condition and results of operations of the Borrower and its consolidated Subsidiaries Consolidated Entity (subject to normal year-end audit adjustments). (c) As soon as available, but in any event within 30 days after the end of each month, copies of the unaudited balance sheet of the Consolidated Entity as at the end of such fiscal year and their consolidated results of operations month and the consolidated related unaudited statements of earnings and cash flows for such fiscal year; (B) as soon as available month and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year portion of the BorrowerFiscal Year through such month, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding period periods of the preceding fiscal yearprevious Fiscal Year and in the current business plan and containing a narrative discussion of variances reflected by such comparisons, all prepared in reasonable detail detail, on a consolidated and consolidating basis and in accordance with GAAP applied consistently throughout the periods reflected therein and certified by a principal the Accountants or the chief financial officer of Parent as presenting fairly the Borrower financial condition and results of operations of the Consolidated Entity (subject to normal year-end audit adjustments;). (Cd) immediately As soon as available, but in any event within 30 days after the beginning of each Fiscal Year of the Consolidated Entity, a copy of the plan and forecast (including a projected consolidated closing balance sheet, income statement and funds flow statement and amount of the Revolving Commitment and Borrowing Availability) of the Consolidated Entity for the current Fiscal Year in monthly detail. (e) Contemporaneously with the furnishing of a copy of each annual audit report (i) and of each set of financial statements provided for in Sections 11.1(b), 11.1(c) and 11.1(d), a duly completed certificate in substantially the form of Exhibit F or in such other form as Lender may from time to time require (each a "Compliance Certificate"), signed by the chief executive officer, chief operating officer or chief financial officer of Parent, containing, among other things, a computation of, and showing compliance with, each of the applicable financial ratios and restrictions contained in this Section 11 and to the effect that as of such date no Event of Default or Unmatured Event of Default has occurred and is continuing or if such an Event of Default or Unmatured Event of Default has occurred and is continuing, setting forth the nature thereof and the actions Borrowers are taking with respect thereto, and (ii) a report of the President of Parent describing the financial performance of the Consolidated Entity during the period covered by such set of financial statements and setting forth any significant events occurring during such period affecting the Consolidated Entity. (f) Promptly upon a senior officer receipt thereof, copies of all financial and management reports regarding the Consolidated Entity, submitted to any Borrower, Parent or any shareholder of Parent or any Borrower, by independent public accountants in connection with each annual or interim audit report made by such accountants of the books of the Consolidated Entity or any Borrower’s finance department becoming aware . (g) Promptly upon the filing or making thereof, copies of each filing and each report made by Parent or any Borrower with or to any securities exchange or the Securities and Exchange Commission and of each written communication from Parent or any Borrower to its shareholders generally. (h) Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by any Borrower or any other party with respect thereto: (i) the existence occurrence of a an Event of Default or an Unmatured Event of Default; and , (ii) the institution of, or any matter that has resulted adverse determination or materially adverse development in, any litigation, arbitration proceeding or governmental proceeding which could have a Material Adverse Effect, (iii) the occurrence of a Reportable Event, (iv) the institution of any steps to terminate any Pension Plan, (v) the institution of any steps to completely or partially withdraw from any Multiemployer Plan, (vi) the failure of any Borrower or any current or past member of the Controlled Group to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 412 of the Code or Section 302 of ERISA, (vii) the adoption of any amendment which would require any Borrower or any current or past member of the Controlled Group to provide a bond or other security to a Pension Plan under Section 401(a)(29) of the Code or Section 307 of ERISA, (viii) the incurrence of any increase in the contingent liability of any Borrower or any member of the Controlled Group or any other conditions, events or transactions with respect to any present (or future) Employee Benefit Plan which (a) is not adequately reserved on the balance sheet of the Consolidated Entity, any Borrower or one of the Controlled Group members and (b) could not reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) the incurrence by any dispute, litigation, investigation, proceeding or suspension between the Borrower or any member of its Subsidiaries and the Controlled Group of any Governmental Authority; liability in excess of $50,000 (bin the aggregate), (ix) the commencement ofof any dispute which might lead to the modification, transfer, revocation, suspension or termination of any Related Document, (x) any termination (without renewal), loss, suspension or other impairment of any Borrower's rights under any Material Intellectual Property Right or Material Contract or any expectation of any such termination, loss, suspension or other impairment, (xi) any other material adverse change in a Material Contract, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (cxii) any litigation, investigation other event or proceeding affecting the Borrower in events which the amount involved exceeds $500,000, singly or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which aggregate could reasonably be expected to have a Material Adverse Effect. (i) Within 90 days after the end of each Fiscal Year, a certificate signed by Parent's President or chief financial officer that summarizes the insurance policies carried by each Borrower and each Subsidiary of any Borrower (such certificate to be in form and substance satisfactory to Lender), and (ii) written notice specifying notification 30 days prior to any cancellation or material change (other than one which enlarges the nature and period scope of existence thereof and what action the coverage, adds additional insureds or increases coverage limits) of any such insurance by any Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies Subsidiary of and abstracts from the records and books of account of and visit the properties of the any Borrower and within 5 days after receipt of any notice (whether formal or informal) of cancellation, reduction in coverage, or shortening of policy period or material adverse change by any of its Subsidiariesinsurers. (j) With respect to each "Multiemployer Plan", and as defined in section 4001 of ERISA as to discuss the affairs, finances and accounts which any of Borrower or any current or past member of the Borrower and Controlled Group may have any of its Subsidiaries, in each case to the extent regarding this Credit Agreementliability, (i) with any no less frequently than annually, a written estimate (which shall be based on information received from each such plan, it being expressly understood that Parent shall take all reasonable steps to obtain such information) of the Borrower’s senior officers withdrawal liability that would be incurred by any Borrower or any current or past member of the Borrower’s officers within Controlled Group in the Borrower’s finance department event that any Borrower or any current or past member of the Controlled Group were to completely withdraw from that plan in a complete withdrawal as defined in section 4201 of ERISA, and (ii) with written notice thereof, as soon as it has reason to believe (on the Borrower’s independent public accounting firmbasis of the most recent information available to it) that the sum of (a) the withdrawal liability that would be incurred by any of Borrower or any current or past member of the Controlled Group if any Borrower or any current or past member of the Controlled Group completely withdrew from any Multiemployer Plans as to which any Borrower of any current or past member of the Controlled Group has an obligation to contribute, and (b) the amount of the outstanding withdrawal liability (without unaccrued interest) incurred by any Borrower of any current or past member of the Controlled Group to Multiemployer Plans, would exceed $50,000 in the presence aggregate. (k) Prompt written notice of one or more officers execution of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed agreement by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating Borrower to such information merge or material consolidate into or with, or purchase or otherwise compromise acquire all or substantially all of the Borrower’s assets or a Subsidiary’s position in stock of any litigationclass of, investigation or any partnership or joint venture interest in, any other legal proceeding to which Person, or for the sale, transfer, lease or conveyance by any Borrower or any Subsidiary is of any Borrower of all or any substantial part of its assets or sale, or for the assignment by any Borrower or any Subsidiary of any Borrower without recourse of any of its receivables. (i) Not more than 10 Business Days after each anniversary date of the initial Loan, a party complete list of the officers, shareholders and directors of each of the Borrowers and Parent and (ii) within 15 Business Days of any change in the information provided pursuant to the foregoing clause (i), written notice of such change. (m) Not later than the twentieth (20th) day of each month, a monthly report ("Monthly Report") for each Borrower, accompanied by a certificate in the form attached as Exhibit G, which shall be signed by the chief executive officer or is subject.chief financial officer of such Borrower. The Monthly Report shall be in form and substance satisfactory to Lender and shall include, as of the last Business Day of the preceding month (and with respect to the initial Monthly Report attached as Exhibit G, as of a date not more than two (2) Business Days prior to the Closing Date): (i) an aged trial balance of Accounts ("Accounts Trial Balance") of Ecology Kids sorted by Account Debtor in invoice detail and submitted in hard copy and electronic disk indicating which Accounts are current, up to 30, 30 to 59, 60 to 89 and 90 days or more past the original invoice date and listing the names and addresses of all applicable Account Debtors, (ii) a statement of Accounts of Xxx Xxxxxx and Brownstone as received from Mokrynski and Associates, Inc. (iii) a summary of accounts of such Borrower payable showing which accounts payable are current, up to 30, 30 to 59, 60 to 89 and 90 days or more past due and listing the names and addresses of applicable creditors; and (iv) a schedule of Inventory owned by such Borrower and in such Borrower's possession valued at the lower of cost or market on a FIFO basis. In addition, each Borrower shall deliver a Borrowing Base Certificate as to such Borrower to Lender by 10 A.M. (Chicago time)

Reports, Certificates and Other Information. The Borrower City shall furnish or cause to be furnished to the LenderBank copies of: (Aa) As soon as available and in no event later than two hundred ten (210) days after the end of each Fiscal Year of the City, the annual audited financial statements for the Enterprise, which such annual audited financial statements shall include a Statement of Net Assets, Statement of Revenues, Expenses and Changes in Net Assets, and Statement of Cash Flows as well as the notes to the audited financial statements, together with the report of the City’s independent accountants. Additionally, on the date that the City delivers the audited financial statements required by this Section 7.2(a) hereof, the City shall provide to the Bank a compliance certificate substantially in the form of Exhibit D hereto (the “Compliance Certificate”) which provides for each of the following: (i) demonstration by the City that the Enterprise is in compliance with the rate maintenance covenant described in Section 7.8 hereof and (ii) a statement that no Default or Event of Default has occurred and is continuing hereunder, all as certified to by an Authorized Officer; (b) As soon as available and in any event no later than forty-five (45) days after the end of each calendar quarter, an unaudited summary and detail of quarterly financial activity and cash position with respect to General Airport Revenues and Other Available Funds together with a Compliance Certificate properly completed and certified to by an Authorized Representative of the City; (c) As soon as available, the Monthly Revenue, Expenditure and Enplanement Reports for the Enterprise; (i) As soon as available and in any event no later than forty-five (45) days prior to commencement of each Fiscal Year, the proposed Airport Budget and (ii) as soon as available and in any event within 120 thirty (30) days after the end of each fiscal year of the Borroweravailability thereof, the audited consolidated balance sheet adopted Airport Budget; (e) As soon as available, all notices, certificates, instruments, letters and written commitments in connection with the Covered Notes provided to the Issuing and Paying Agent other than those notices, certificates, instruments, letters and written commitments that relate solely to the routine issuance and payment of the Borrower Notes; (f) Promptly after it is posted electronically or otherwise published, any disclosure documents distributed in connection with any issue of Senior Xxxx Xxxxx or other Indebtedness secured by General Airport Revenues; (i) Promptly and, in any event, within five (5) Business Days, of (A) the occurrence of any Default or Event of Default which could reasonably be expected to result in a Material Adverse Effect and its consolidated Subsidiaries as at (B) the end City obtaining actual knowledge or receiving any notice of such fiscal year and the consolidated statements any Default or Event of incomeDefault, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all a certificate signed by an Authorized Representative specifying in reasonable detail the nature and accompanied by period of existence thereof and what action the City has taken or proposes to take with respect thereto and (ii) promptly following a report or opinion (which shall not be qualified by reason written request of any limitations imposed by the Borrower) Bank, a certificate of an independent public accounting firm Authorized Representative of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, City as to the effect that such financial statements present fairlyexistence or absence, in accordance with GAAP consistently applied (except for changes in which such accountants concur)as the case may be, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; Default under this Agreement; (h) On or prior to the date on which Indebtedness secured by the General Airport Revenues is to be issued or incurred, a Compliance Certificate properly completed and certified to by an Authorized Representative of the City including a certification as to compliance with all debt service coverage ratios set forth herein and in the Master Bond Resolution that are required to be satisfied as a condition precedent to the issuance or incurrence of such Indebtedness; (iii) As promptly as practicable, written notice to the Bank of all litigation served against the City and all proceedings before any matter that has resulted court or Governmental Authority which, in each case, could reasonably be expected to result in a Material Adverse Effect; (j) Promptly, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying to the nature and period Bank of existence thereof and what action all changes to the Borrower is taking or proposes to take with respect theretoCity’s investment policy; and (Dk) promptly after Such other information regarding the sending or filing thereof, copies affairs and condition of all reports which the Borrower Enterprise as the Bank may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectreasonably request.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause ------------------------------------------- to be furnished to the LenderAdministrative Agent and the Lenders: (Aa) as soon as available and in any event within 120 GAAP Financial Statements: ------------------------- (i) Within 50 days after the end close of each fiscal year of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the audited unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries, as of the close of such quarter and the related consolidated Subsidiaries statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) and accompanied by the certification of the chief executive officer, chief financial officer or treasurer of the Borrower that all such financial statements are complete and correct and present fairly in accordance with GAAP (subject to normal year-end adjustments) the consolidated results of operations and cash flows of the Borrower as at the end of such fiscal year Fiscal Quarter and for the period then ended. (ii) Within 95 days after the close of each Fiscal Year, a copy of the annual audited consolidated financial statements of income, cash flows and common shareholders’ equity of the Borrower and its Subsidiaries, consisting of consolidated Subsidiaries for such fiscal yearbalance sheets and consolidated statements of income and retained earnings and cash flows, setting forth in comparative form in each case in comparative form the corresponding consolidated figures for the preceding fiscal yearprevious Fiscal Year, all which financial statements shall be prepared in reasonable detail and accompanied accordance with GAAP, certified without material qualification by a report or opinion (which shall not be qualified by reason of any limitations imposed the independent certified public accountants regularly retained by the Borrower) , or any other firm of an independent certified public accounting firm accountants of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, Borrower and reasonably acceptable to the effect Required Lenders that all such financial statements are complete and correct and present fairly, fairly in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of position and the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part as at the end of the fiscal such year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures and for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectthen ended.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause to be furnished to the LenderAdministrative Agent and the Lenders: (Aa) as soon as available and in any event within 120 GAAP Financial Statements: (i) Within 50 days after the end close of each fiscal year of the first three Fiscal Quarters of each Fiscal Year of the Borrower, commencing with the audited Fiscal Quarter ending March 31, 2009, a copy of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries, as of the close of such quarter and the related consolidated statements of income, cash flows and changes in shareholders’ equity for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) and, with respect to Material Subsidiaries (other than RIHL), the related unaudited consolidating balance sheets and statements of income for such period and accompanied by the certification of the chief executive officer, chief financial officer, treasurer or controller of the Borrower that all such financial statements are complete and correct in all material respects and present fairly in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) the financial position and results of operations of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year Fiscal Quarter and for the period then ended. (ii) Within 95 days after the close of each Fiscal Year, a copy of the annual financial statements of the Borrower and its Subsidiaries, consisting of audited consolidated balance sheet, statements of income, cash flows and common changes in shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal yearequity, setting forth which financial statements shall be prepared in each case in comparative form the corresponding figures for the preceding fiscal yearaccordance with GAAP, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified certification without material qualification by reason of any limitations imposed the independent certified public accountants regularly retained by the Borrower) , or any other firm of an independent certified public accounting firm accountants of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, Borrower and reasonably acceptable to the effect Required Lenders that all such audited financial statements are complete and correct in all material respects and present fairly, fairly in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year Fiscal Year and their consolidated results of operations and for the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period then ended and, with respect to Material Subsidiaries (other than the last quarterly period) in each fiscal year of the BorrowerRIHL), the condensed consolidated unaudited consolidating balance sheet of the Borrower sheets and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly periodincome, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period of the preceding fiscal yearprevious Fiscal Year, all which consolidating financial statements shall be prepared in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments;accordance with GAAP. (Ciii) immediately upon a senior officer in the Borrower’s finance department becoming aware of (iOn each date that financial statements are delivered pursuant to Section 6.1(a)(i) the existence of a Default or an Event of Default; and (ii) ), a schedule in form and substance satisfactory to the Administrative Agent setting forth claims schedule detail with respect to claims of $20,000,000 or more under any matter that has resulted single policy and claims aggregating $100,000,000 or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant more with respect to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectsingle event.

Reports, Certificates and Other Information. The Borrower shall furnish to the Lender: (A) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and; (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders; and (E) within five (5) business days following the close of each calendar month with respect to the month just ended: (i) reports on the progress of the development and construction of the Project; (ii) financial statements of Borrower; (iii) reports on the business operations of Borrower (including, without limitation, reports on production volume, customer lists, sales volume, unit pricing and such other information required by Lender); and (iv) reports on the performance and status of Borrower’s obligations to each of its customers identified on Exhibit E; each of the foregoing reports and information required under this Section 5.2 (E) shall be in such form, substance and detail as required by Lender, in its sole discretion, and each of which shall be duly certified by a duly authorized officer(s) of Borrower having knowledge of the respective contents, as shall be reasonably determined by Lender. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subject.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause to the be furnished to Lender: (Aa) as As soon as available and available, but in any event within 120 days after the end of each fiscal year Fiscal Year of the Borrower, the audited consolidated balance sheet Consolidated Entity: (i) copies of the Borrower and its consolidated Subsidiaries balance sheets of the Consolidated Entity as at the end of such fiscal year Fiscal Year and the consolidated related statements of incomeearnings, shareholders' equity and cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, Fiscal Year in accordance with GAAP applied consistently applied (except for changes in which throughout the periods reflected therein, such accountants concur), the consolidated financial condition statements to be certified, without a going concern or like qualification or qualification arising out of the Borrower and its consolidated Subsidiaries scope of the audit, by PriceWaterhouseCoopers (or such other independent certified public accountants of recognized standing as shall be selected by Holdings with Xxxxxx's approval). (b) As soon as available, but in any event within 45 days after the end of each Fiscal Quarter: (i) copies of the unaudited balance sheets of the Consolidated Entity as at the end of such fiscal year and their consolidated results of operations Fiscal Quarter and the consolidated related unaudited statements of earnings, shareholders' equity and cash flows for such fiscal year;Fiscal Quarter and the portion of the Fiscal Year through such Fiscal Quarter. (Bc) as As soon as available and available, but in any event within 90 30 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year month, copies of the Borrower, the condensed consolidated unaudited balance sheet sheets of the Borrower and its consolidated Subsidiaries Consolidated Entity as at the end of such quarterly period month and the condensed consolidated related unaudited statements of income earnings and cash flows for such month and the portion of the Borrower and its consolidated Subsidiaries for that part of Fiscal Year through such month in accordance with GAAP applied consistently throughout the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail periods reflected therein and certified by a principal the chief financial officer of Holdings as presenting fairly the Borrower financial condition and results of operations of the Consolidated Entity (subject to normal year-end audit adjustments;). (Cd) immediately upon a senior officer As soon as available, but in the Borrower’s finance department becoming aware of any event: (i) within 30 days after the existence beginning of each Fiscal Year of Holdings, a Default or an Event copy of Defaultthe plan and forecast (including a projected consolidated closing balance sheet, income statement and funds flow statement and amount of the Revolving Commitment and Borrowing Availability) of the Consolidated Entity for the current Fiscal Year in monthly detail with respect to the Revolving Commitment and Borrowing Availability and quarterly detail with respect to the other financial projections; and (ii) within 30 days after the end of the second Fiscal Quarter of the Consolidated Entity in each Fiscal Year, an update of each plan and forecast delivered with respect to the Fiscal Year in which such Fiscal Quarter occurs, reflecting changes in such plan resulting from actual and then anticipated results and forecasts. (e) Contemporaneously with the furnishing of a copy of each annual audit report and of each set of financial statements provided for in SECTIONS 11.1(b) and 11.1(d), a duly completed certificate in substantially the form of EXHIBIT D or in such other form as Lender may from time to time require (each a "COMPLIANCE CERTIFICATE"), signed by the chief financial officer of Holdings, containing, among other things, a computation of, and showing compliance with, each of the applicable financial ratios and restrictions contained in this SECTION 11, and to the effect that as of such date no Event of Default or Unmatured Event of Default has occurred and is continuing or if such an Event of Default or Unmatured Event of Default has occurred and is continuing, setting forth the nature thereof and the actions each Obligor is taking with respect thereto. (f) Promptly upon receipt thereof, copies of all financial and management reports regarding the Consolidated Entity, submitted to any matter that has resulted Obligor, Holdings or any shareholder of any Obligor or Holdings by independent public accountants in connection with each annual or interim audit report made by such accountants of the books of the Consolidated Entity. (g) Promptly upon the filing or making thereof, copies of each filing and each report made by Holdings with or to any securities exchange or the Securities and Exchange Commission and of each written communication from Holdings to its shareholders as a group. (h) Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by any Obligor or any other party with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default, (ii) the institution of, or any adverse determination or materially adverse development in, any litigation, arbitration proceeding or governmental proceeding which could have a Material Adverse Effect, (iii) the occurrence of a Reportable Event, (iv) the institution of any steps to terminate any Pension Plan, (v) the institution of any steps to completely or partially withdraw from any Multiemployer Plan, (vi) the failure of any Borrower or any current or past member of the Controlled Group to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 412 of the Code or Section 302 of ERISA, (vii) the adoption of any amendment which would require any Borrower or any current or past member of the Controlled Group to provide a bond or other security to a Pension Plan under Section 401(a)(29) of the Code or Section 307 of ERISA, (viii) the incurrence of any increase in the contingent liability of any Borrower or any member of the Controlled Group or any other conditions, events or transactions with respect to any present (or future) Employee Benefit Plan which (a) is not adequately reserved on the balance sheet of the Borrowers or one of the Controlled Group members and (b) could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) the incurrence by any dispute, litigation, investigation, proceeding or suspension between the Borrower or any member of its Subsidiaries and the Controlled Group of any Governmental Authority; liability in excess of $75,000 (bin the aggregate), (ix) the commencement ofof any dispute which might lead to the revocation, suspension or termination of any material development inRelated Document, (x) any litigation termination (without renewal), loss, suspension or proceeding affecting the Borrower or other impairment of any of its Subsidiaries, including pursuant to Obligor's rights under any applicable environmental law; and Material Intellectual Property Right or material Contract or (cxi) any litigation, investigation other event or proceeding affecting the Borrower in events which the amount involved exceeds $500,000, singly or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which aggregate could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and. (Di) promptly Written notification 30 days prior to any cancellation or material change (other than one which enlarges the scope of coverage, adds additional insureds or increases coverage limits) of any such insurance by any Obligor and within 5 days after the sending receipt of any notice (whether formal or filing thereofinformal) of cancellation, copies reduction in coverage, or shortening of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender policy period or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and material adverse change by any of its Subsidiariesinsurers. (j) With respect to each "MULTIEMPLOYER PLAN", and as defined in section 4001 of ERISA as to discuss the affairs, finances and accounts which any Borrower or any current or past member of the Borrower and Controlled Group may have any of its Subsidiaries, in each case to the extent regarding this Credit Agreementliability, (i) with any no less frequently than annually, a written estimate (which shall be based on information received from each such plan, it being expressly understood that the Borrowers shall take all reasonable steps to obtain such information) of the Borrower’s senior officers withdrawal liability that would be incurred by any Borrower or any current or past member of the Borrower’s officers within Controlled Group in the Borrower’s finance department event that any Borrower or any current or past member of the Controlled Group were to completely withdraw from that plan in a complete withdrawal as defined in section 4201 of ERISA, and (ii) with written notice thereof, as soon as it has reason to believe (on the Borrower’s independent public accounting firm, in the presence of one or more officers basis of the Borrower if so requested by most recent information available to it) that the Borrower sum of (it being understood a) the withdrawal liability that information obtained by the Lender pursuant to this Section shall would be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed incurred by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary current or past member of the Controlled Group if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party current or is subjectpast member of the Controlled Group completely withdrew from any Multiemployer Plans as to which such Consolidated Entities or any current or past member of the Controlled Group has an obligation to contribute, and (b) the amount of the outstanding withdrawal liability (without unaccrued interest) incurred by such Borrower of any current or past member of the Controlled Group to Multiemployer Plans, would exceed $75,000 in the aggregate. (k) Prompt written notice of execution of any agreement by any Obligor to merge or consolidate into or with, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or any material joint venture interest in, any other Person, or for the sale, transfer, lease or conveyance by any Obligor of all or any substantial part of its assets or sale, or for the assignment by any Obligor without recourse of any of its receivables. (l) With respect to any Obligor, written notice of any change in chief executive officer, chief financial officer, treasurer, controller or senior vice president of sales within 15 Business Days of such change.

Reports, Certificates and Other Information. The Borrower shall furnish to the Lender: (A) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 60 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; provided, however, that no such notice shall be required with respect to any matter identified on Schedules 1, 2 and 3; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subject.

Reports, Certificates and Other Information. The Borrower shall furnish to the Lender: (A) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately promptly upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,0001,000,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly promptly, but in no event later than 30 days after receipt by Borrower of Lender’s request, such other information as the sending or filing thereof, copies of all reports which the Borrower Lender may reasonably request from time to time furnish its stockholderstime. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subject.

Reports, Certificates and Other Information. The Borrower Agency shall furnish or cause to be furnished to the LenderBank copies of: (Ai) as As soon as available available, and in any event within 120 one hundred eighty (180) days after the end close of each fiscal year Fiscal Year of the BorrowerAgency, the complete audited consolidated financial statements of the Agency and the Wastewater System including the balance sheet as of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year Fiscal Year and the consolidated related statements of incomerevenues, expenses and cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries changes in fund balance for such fiscal yearFiscal Year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, Fiscal Year all in reasonable detail detail, certified and accompanied prepared by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent certified public accounting firm of recognized national standing selected by accountant (acceptable to the Borrower, which shall be prepared Bank) in accordance with generally accepted auditing standards relating GAAP, consistently applied, together with a certificate of an Authorized Representative to reportingthe effect that no Default or Event of Default has occurred and is continuing, and certifying as to compliance with the covenants set forth in Sections 7.15 and 8.2 hereof and including a calculation showing the Agency’s compliance with Section 7.15 hereof for such Fiscal Year; (ii) in connection with the financial statements required to be delivered by the Agency pursuant to Section 7.2(a)(i) above, a Compliance Certificate signed by an Authorized Representative stating that no Event of Default or Default has occurred, or if such Event of Default or Default has occurred, specifying the nature of such Event of Default or Default, the period of its existence, the nature and status thereof and any remedial steps taken or proposed to correct such Event of Default or Default; (b) As soon as available for each Fiscal Year, and in any event no later than sixty (60) days following the commencement of each Fiscal Year, a copy of a balanced annual operating budget for the Agency and the Wastewater System for such Fiscal Year and a certificate of an Authorized Representative to the effect that such financial statements present fairly, annual operating budget includes all amounts reasonably anticipated to be necessary to make all payments in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition respect of the Borrower and its consolidated Subsidiaries as at the end of Payment Obligations due in such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal yearFiscal Year; (Bc) as As soon as available available, any disclosure documents distributed in connection with the original issuance or incurrence of any Net Revenue Debt; (d) Promptly upon obtaining knowledge of any Default or Event of Default, or notice thereof, and in any event within 90 five (5) days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrowerthereafter, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all a certificate signed by an Authorized Representative specifying in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking Agency has taken or proposes to take with respect thereto; and; (De) As soon as practicable, written notice to the Bank of all litigation served against the Agency and all proceedings before any court or governmental authority which, in each case, directly or indirectly relates to the enforceability of this Agreement, the Notes or any of the other Loan Documents or could have a Material Adverse Effect and promptly upon obtaining knowledge thereof, written notice to the Bank of the occurrence of any other event which could have a Material Adverse Effect; (f) As soon as available, written notice to the Bank of all changes to the Agency’s investment policy or any governing document that sets forth the terms of any Net Revenue Debt (including any Net Revenue Debt Issuing Document); (g) Copies of any filings (including annual reports and notice of events described in the United States Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C), if any) the Agency files in the normal course of affairs with any nationally recognized municipal securities repository with respect to any Net Revenue Debt pursuant to any continuing disclosure agreement; (h) Promptly after the sending or filing thereofadoption thereof and to the extent the Bank is not required to receive and make notice of the same, copies of all reports which any amendments to the Borrower Loan Documents or a waiver to any provisions of the same. (i) Such other information regarding the affairs and condition of the Agency or the Wastewater System as the Bank may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectreasonably request.

Reports, Certificates and Other Information. (a) The Borrower Applicant shall furnish to the LenderAdministrative Agent (with a copy for each Issuer Party) the following reports, statements, notices and other information: (Ai) as soon as available and in any event within 120 forty-five (45) days after the end close of each fiscal year of the Borrowerfirst three Fiscal Quarters of each Fiscal Year of the Applicant, (a) a copy of the unaudited consolidated balance sheets of the Applicant, as of the close of such quarter and the related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with Adjusted IFRS, consistently applied with prior periods (subject to normal year-end adjustments and except that footnote and schedule disclosure may not be included), and accompanied by the certification of an Executive Officer of the Applicant that all such financial statements are complete and correct and present fairly, in all material respects, as of their respective dates, in accordance with Adjusted IFRS, consistently applied with prior periods (subject to normal year-end adjustments and except that footnote and schedule disclosure may not be included), the audited unaudited consolidated balance sheet results of operations and cash flows of the Borrower and its consolidated Subsidiaries Applicant as at the end of such fiscal year Fiscal Quarter and for the period then ended, and (b) a copy of the Net Settlement Statement (as defined in the Reinsurance Agreement) relating to such Fiscal Quarter; (ii) within one hundred eighty (180) days after the close of each Fiscal Year of the Applicant, a copy of the annual audited consolidated financial statements of income, cash flows the Applicant consisting of balance sheets and common statements of income and changes in shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal yearcash flows, setting forth in comparative form in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason previous Fiscal Year of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the BorrowerApplicant, which financial statements shall be prepared in accordance with generally accepted auditing standards relating to reportingAdjusted IFRS, certified without material qualification, except with respect to the effect preparation of the financial statements in accordance with the agreement between the Applicant and its regulators but not in accordance with Adjusted IFRS to the extent permitted hereby, by a firm of independent chartered public accountants of recognized international standing selected by the Applicant that all such financial statements are complete and correct and present fairly, in all material respects, as of their respective dates, in accordance with GAAP consistently applied (except for changes in which such accountants concur), Adjusted IFRS the consolidated financial condition position and the results of operations and cash flows of the Borrower and its consolidated Subsidiaries Applicant as at the end of such fiscal year and their consolidated results of operations for the year then ended; provided that prior to providing the audited financial statements to any Issuing Bank, such Issuing Bank shall execute and deliver any acknowledgement, indemnity and release letter required by the consolidated cash flows for such fiscal yearApplicant’s auditors; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (Diii) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon (but in no event later than ten (10) Business Days’ prior written notice) after the filing with insurance regulatory authorities, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties statutory financial statements of the Borrower and any of its Subsidiaries, and to discuss Beneficiary as filed with such insurance regulatory authorities in the affairs, finances and accounts domicile of the Borrower and Applicant; and (iv) promptly (but in no event later than five (5) Business Days) after an Executive Officer of the Applicant obtains knowledge of the existence of any Default or Event of its SubsidiariesDefault, notice specifying in each case reasonable detail the nature of such Default or Event of Default. Notwithstanding anything set forth in this Agreement to the extent regarding contrary, the Administrative Agent shall not be deemed to have knowledge of a Default or Event of Default until the notice required by this Credit Agreementclause (iv) is received by the Administrative Agent. (b) The Applicant shall from time to time, (i) promptly provide the Issuing Banks with any such information concerning the business practices of the Borrower’s senior officers Applicant related to the Reinsurance Agreement or any the financial condition and operations of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subject.Applicant as the

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause to be furnished to the Lender: (Aa) as soon as available and in any event within 120 GAAP Financial Statements: (i) Within 50 days after the end close of each fiscal year of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the audited unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries Subsidiaries, as at of the end close of such fiscal year quarter and the related consolidated statements of income, cash flows and common changes in shareholders’ equity for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) and, with respect to Material Subsidiaries (other than RIHL and RIHL II), the related unaudited consolidating balance sheets and statements of income for such period and accompanied by the certification of the chief executive officer, chief financial officer, treasurer or controller of the Borrower that all such financial statements present fairly, in all material respects, in conformity with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated), the consolidated financial position and consolidated results of operations of the Borrower and its consolidated Subsidiaries for as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures Fiscal Quarter and for the preceding fiscal yearperiod then ended. (ii) Within 95 days after the close of each Fiscal Year, all a copy of the annual financial statements of the Borrower and its Subsidiaries, consisting of audited consolidated balance sheet, statements of income, cash flows and changes in reasonable detail shareholders’ equity, which financial statements shall be prepared in accordance with GAAP, and accompanied by a report or opinion (which shall not be qualified certification without material qualification by reason of any limitations imposed the independent certified public accountants regularly retained by the Borrower) , or any other firm of an independent certified public accounting firm accountants of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, Borrower and reasonably acceptable to the effect Lender that all such audited financial statements present fairly, in accordance all material respects, in conformity with GAAP consistently applied (except for changes in which such accountants concur)GAAP, the consolidated financial condition of the Borrower position and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year and for that part the period then ended and, with respect to Material Subsidiaries (other than RIHL and RIHL II), unaudited consolidating balance sheets and statements of the fiscal year ended with such quarterly periodincome, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period of the preceding fiscal yearprevious Fiscal Year, all which consolidating financial statements shall be prepared in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments;accordance with GAAP. (Ciii) immediately upon a senior officer in the Borrower’s finance department becoming aware of (iOn each date that financial statements are delivered pursuant to Section 5.1(a)(i) the existence of a Default or an Event of Default; and (ii) ), a schedule in form and substance satisfactory to the Lender setting forth claims schedule detail with respect to claims of $20,000,000 or more under any matter that has resulted single policy and claims aggregating $100,000,000 or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant more with respect to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectsingle event.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause to be furnished to the LenderAdministrative Agent and the Lenders: (Aa) as soon as available and in any event within 120 GAAP Financial Statements: (i) Within 50 days after the end close of each fiscal year of the first three Fiscal Quarters of each Fiscal Year of the Borrower, commencing with the audited Fiscal Quarter ending September 30, 2018, a copy of the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries Subsidiaries, as at of the end close of such fiscal year quarter and the related consolidated statements of income, cash flows and common changes in shareholders’ equity for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) and, with respect to Material Subsidiaries (other than RIHL and RIHL II), the related unaudited consolidating balance sheets and statements of income for such period and accompanied by the certification of the chief executive officer, chief financial officer, chief accounting officer, treasurer or controller of the Borrower that all such financial statements present fairly, in all material respects, in conformity with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated), the consolidated financial position and consolidated results of operations of the Borrower and its consolidated Subsidiaries for as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures Fiscal Quarter and for the preceding fiscal yearperiod then ended. (ii) Within 95 days after the close of each Fiscal Year, all a copy of the annual financial statements of the Borrower and its Subsidiaries, consisting of audited consolidated balance sheet, statements of income, cash flows and changes in reasonable detail shareholders’ equity, which financial statements shall be prepared in accordance with GAAP, and accompanied by a report or opinion (which shall not be qualified certification without material qualification by reason of any limitations imposed the independent certified public accountants regularly retained by the Borrower) , or any other firm of an independent certified public accounting firm accountants of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, Borrower and reasonably acceptable to the effect Required Lenders that all such audited financial statements present fairly, in accordance all material respects, in conformity with GAAP consistently applied (except for changes in which such accountants concur)GAAP, the consolidated financial condition of the Borrower position and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year and for that part the period then ended and, with respect to Material Subsidiaries (other than RIHL and RIHL II), unaudited consolidating balance sheets and statements of the fiscal year ended with such quarterly periodincome, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period of the preceding fiscal yearprevious Fiscal Year, all in reasonable detail and certified by a principal which consolidating financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section statements shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, prepared in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectaccordance with GAAP.

Reports, Certificates and Other Information. The Borrower City shall furnish or cause to be furnished to the LenderBank copies of: (Aa) As soon as available and in no event later than two hundred ten (210) days after the end of each Fiscal Year of the City, the annual audited financial statements for the Enterprise, which such annual audited financial statements shall include a Statement of Net Assets, Statement of Revenues, Expenses and Changes in Net Assets, and Statement of Cash Flows as well as the notes to the audited financial statements, together with the report of the City’s independent accountants. Additionally, on the date that the City delivers the audited financial statements required by this Section 7.2(a) hereof, the City shall provide to the Bank a compliance certificate substantially in the form of Exhibit D hereto (the “Compliance Certificate”) which provides for each of the following: (i) demonstration by the City that the Enterprise is in compliance with the rate maintenance covenant described in Section 7.8 hereof and (ii) a statement that no Default or Event of Default has occurred and is continuing hereunder, all as certified to by an Authorized Officer; (b) As soon as available and in any event no later than forty-five (45) days after the end of each calendar quarter, an unaudited summary and detail of quarterly financial activity and cash position with respect to General Airport Revenues and Other Available Funds together with a Compliance Certificate properly completed and certified to by an Authorized Representative of the City; (c) As soon as available, the Monthly Revenue, Expenditure and Enplanement Reports for the Enterprise; (i) As soon as available and in any event no later than forty-five (45) days prior to commencement of each Fiscal Year, the proposed Airport Budget and (ii) as soon as available and in any event within 120 thirty (30) days after the end of each fiscal year of the Borroweravailability thereof, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal yearadopted Airport Budget; (Be) as As soon as available available, all notices, certificates, instruments, letters and written commitments in connection with the Covered Notes provided to the Issuing and Paying Agent other than those notices, certificates, instruments, letters and written commitments that relate solely to the routine issuance and payment of the Notes; (f) Promptly after it is posted electronically or otherwise published, any disclosure documents distributed in connection with any issue of Senior Xxxx Xxxxx or other Indebtedness secured by General Airport Revenues; (i) Promptly and, in any event within 90 days after five (5) Business Days of (A) the end occurrence of each quarterly period any Default or Event of Default which could reasonably be expected to result in a Material Adverse Effect and (other than B) the last quarterly period) in each fiscal year City obtaining actual knowledge or receiving any notice of the Borrowerany Default or Event of Default, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all a certificate signed by an Authorized Representative specifying in reasonable detail the nature and certified by period of existence thereof and what action the City has taken or proposes to take with respect thereto and (ii) promptly following a principal financial officer written request of the Borrower subject Bank, a certificate of an Authorized Representative of the City as to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence or absence, as the case may be, of a Default or an Event of Default; Default under this Agreement; (h) On or prior to the date on which Indebtedness secured by the General Airport Revenues is to be issued or incurred, a Compliance Certificate properly completed and certified to by an Authorized Representative of the City including a certification as to compliance with all debt service coverage ratios set forth herein and in the Master Bond Resolution that are required to be satisfied as a condition precedent to the issuance or incurrence of such Indebtedness; (iii) As promptly as practicable, written notice to the Bank of all litigation served against the City and all proceedings before any matter that has resulted court or Governmental Authority which, in each case, could reasonably be expected to result in a Material Adverse Effect; (j) Promptly, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying to the nature and period Bank of existence thereof and what action all changes to the Borrower is taking or proposes to take with respect theretoCity’s investment policy; and (Dk) promptly after Such other information regarding the sending or filing thereof, copies affairs and condition of all reports which the Borrower Enterprise as the Bank may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectreasonably request.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause to be furnished to the LenderAdministrative Agent and the Lenders: (Aa) as soon as available and in any event within 120 GAAP Financial Statements: (i) Within 50 days after the end close of each fiscal year of the first three Fiscal Quarters of each Fiscal Year of the Borrower, commencing with the audited Fiscal Quarter ending March 31, 2015, a copy of the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries Subsidiaries, as at of the end close of such fiscal year quarter and the related consolidated statements of income, cash flows and common changes in shareholders’ equity for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) and, with respect to Material Subsidiaries (other than RIHL and RIHL II), the related unaudited consolidating balance sheets and statements of income for such period and accompanied by the certification of the chief executive officer, chief financial officer, treasurer or controller of the Borrower that all such financial statements present fairly, in all material respects, in conformity with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated), the consolidated financial position and consolidated results of operations of the Borrower and its consolidated Subsidiaries for as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures Fiscal Quarter and for the preceding fiscal yearperiod then ended. (ii) Within 95 days after the close of each Fiscal Year, all a copy of the annual financial statements of the Borrower and its Subsidiaries, consisting of audited consolidated balance sheet, statements of income, cash flows and changes in reasonable detail shareholders’ equity, which financial statements shall be prepared in accordance with GAAP, and accompanied by a report or opinion (which shall not be qualified certification without material qualification by reason of any limitations imposed the independent certified public accountants regularly retained by the Borrower) , or any other firm of an independent certified public accounting firm accountants of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, Borrower and reasonably acceptable to the effect Required Lenders that all such audited financial statements present fairly, in accordance all material respects, in conformity with GAAP consistently applied (except for changes in which such accountants concur)GAAP, the consolidated financial condition of the Borrower position and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year and for that part the period then ended and, with respect to Material Subsidiaries (other than RIHL and RIHL II), unaudited consolidating balance sheets and statements of the fiscal year ended with such quarterly periodincome, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period of the preceding fiscal yearprevious Fiscal Year, all in reasonable detail and certified by a principal which consolidating financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section statements shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, prepared in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectaccordance with GAAP.

Reports, Certificates and Other Information. The Borrower City shall furnish or cause to be furnished to the LenderBank copies of: (Aa) As soon as available and in no event later than two hundred ten (210) days after the end of each Fiscal Year of the City, the annual audited financial statements for the Enterprise, which such annual audited financial statements shall include a Statement of Net Assets, Statement of Revenues, Expenses and Changes in Net Assets, and Statement of Cash Flows as well as the notes to the audited financial statements, each of which shall be audited and accompanied by a report and an opinion of an Accountant, which report and opinion shall be prepared in accordance with GAAP (applied on a basis consistent with that of the preceding Fiscal Year) and shall not be subject to any ongoing concern or like qualification or exception or any other qualification or exception as to such audit or its scope, and shall fairly present the financial condition of the Enterprise as at the end of such Fiscal Year and reflect its operations during such Fiscal Year, including, without limitation, balance sheets, profit and loss statements and statements of cash flows, together with notes and supporting schedules, all in reasonable detail, and including a copy of any management letter or audit report provided to the City by such auditors, together with the report of the City’s independent accountants. Additionally, on the date that the City delivers the audited financial statements required by this Section 7.2(a) hereof, the City shall provide to the Bank a compliance certificate substantially in the form of Exhibit D hereto (the “Compliance Certificate”) which provides for each of the following: (i) demonstration by the City that the Enterprise is in compliance with the rate maintenance covenant described in Section 7.8 hereof and (ii) a statement that no Default or Event of Default has occurred and is continuing hereunder, all as certified to by an Authorized Officer; (b) As soon as available and in no event later than forty-five (45) days after the end of each calendar quarter, an unaudited summary and detail of quarterly financial activity and cash position with respect to General Airport Revenues and Other Available Funds together with a Compliance Certificate properly completed and certified to by an Authorized Representative of the City; (c) As soon as available, the Monthly Revenue, Expenditure and Enplanement Reports for the Enterprise; (i) As soon as available and in any event no later than forty-five (45) days prior to commencement of each Fiscal Year, the proposed Airport Budget, and (ii) as soon as available and in any event within 120 days after the end not later than November 30 of each fiscal year of the BorrowerFiscal Year, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal yearadopted Airport Budget; (Be) as As soon as available available, all notices, certificates, instruments, letters and written commitments in connection with the Covered Notes provided to the Issuing and Paying Agent other than those notices, certificates, instruments, letters and written commitments that relate solely to the routine issuance and payment of the Notes; (f) Promptly after it is posted electronically or otherwise published, any disclosure documents distributed in connection with any issue of Senior Xxxx Xxxxx or other Indebtedness secured by General Airport Revenues; (i) Promptly and, in any event within 90 days after five (5) Business Days of (A) the end occurrence of each quarterly period any Default or Event of Default which could reasonably be expected to result in a Material Adverse Effect and (other than B) the last quarterly period) in each fiscal year City obtaining actual knowledge or receiving any notice of the Borrowerany Default or Event of Default, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all a certificate signed by an Authorized Representative specifying in reasonable detail the nature and certified by period of existence thereof and what action the City has taken or proposes to take with respect thereto and (ii) promptly following a principal financial officer written request of the Borrower subject Bank, a certificate of an Authorized Representative of the City as to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence or absence, as the case may be, of a Default or an Event of Default; Default under this Agreement; (h) On or prior to the date on which Indebtedness secured by the General Airport Revenues is to be issued or incurred, a Compliance Certificate properly completed and certified to by an Authorized Representative of the City including a certification as to compliance with all debt service coverage ratios set forth herein and in the Master Bond Resolution that are required to be satisfied as a condition precedent to the issuance or incurrence of such Indebtedness; (iii) As promptly as practicable, written notice to the Bank of all litigation served against the City and all proceedings before any matter that has resulted court or Governmental Authority which, in each case, could reasonably be expected to result in a Material Adverse Effect; (j) Promptly, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying to the nature and period Bank of existence thereof and what action all changes to the Borrower is taking or proposes to take with respect theretoCity’s investment policy; and (Dk) promptly after Such other information regarding the sending or filing thereof, copies affairs and condition of all reports which the Borrower Enterprise as the Bank may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectreasonably request.

Reports, Certificates and Other Information. The Borrower shall Issuer will furnish or cause to be furnished to the LenderBank: (Ai) as As soon as available and in any event within 120 180 days after the end of each fiscal year of the BorrowerIssuer, a copy of the audited consolidated annual audit report for such fiscal year for the Issuer including therein the following: a copy of the consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries Issuer as at of the end of such fiscal year and the consolidated statements of incomerevenue and expenses, a statement of changes in fund balance and a statement of cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal yearIssuer, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied certified by a report or an opinion (which shall not be qualified by reason thereon of any limitations imposed by the Borrower) of an nationally recognized independent public accounting firm of recognized national standing accountants selected by the BorrowerIssuer (which certification shall contain no qualification unsatisfactory to the Bank), which shall be prepared together with a certificate of such accountants stating that, in making the audit necessary to the certification of such financial statements, they have obtained no knowledge of any Event of Default or Default, or, if any such Event of Default or Default exists, specifying the nature and period of existence thereof; (ii) In the event that the Payment Fund has not been fully funded in accordance with generally accepted auditing standards relating to reportingthe Resolution and Section 6.1(f) hereof by May 31, to the effect that such financial statements present fairly2005, in accordance with GAAP consistently applied (except for changes in which such accountants concur)then promptly after adoption thereof, the consolidated financial condition a copy of the Borrower and its consolidated Subsidiaries as at final budget of the end of such Issuer for each fiscal year during the term of this Agreement, including any revisions thereto, and their consolidated results a copy of operations and each of the consolidated cash flows for such fiscal yearIssuer’s budget monitoring reports; (Biii) as soon as available Promptly after completion thereof and in any event within 90 not later than 30 days after the end of each quarterly period month, monthly cash flow schedules prepared by the Issuer, comparing actual receipts and disbursements to forecasted budget; (other than the last quarterly periodiv) in each fiscal year Promptly upon request of the BorrowerBank, any other relevant monthly financial information requested by the condensed consolidated balance sheet Bank; (v) Promptly upon completion thereof, a copy of any other non-routine, periodic or special reports of the Borrower and its consolidated Subsidiaries as at activities or condition of the end Issuer prepared by the Issuer or of which the Issuer has actual knowledge; (vi) Promptly upon obtaining knowledge of any condition or event which constitutes an Event of Default or a Default, notice of such quarterly period condition or event, and within five days thereafter, a certificate signed by the condensed consolidated statements of income and cash flows General Manager or his designee of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all Issuer specifying in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking Issuer has taken or proposes to take with respect thereto; (vii) Copies of any preliminary or final official statements or other disclosure documents prepared with respect to any Debt of the Issuer; (viii) As promptly as practicable, written notice to the Bank of all litigation filed against the Issuer and all proceedings before any court or governmental authority which relate to this Agreement, the Letter of Credit, the Notes or any of the other Financing Documents, the Official Statement or the Preliminary Official Statement, including without limitation, any litigation of the type described in Section 4(g) hereof; (ix) Certified copies of any amendments or modifications to any legislation or any other document which may materially impact upon the Notes, the other Financing Documents, the Official Statement or the Preliminary Official Statement; (x) Written notice as soon as possible after receiving the same of any information obtained by the Issuer regarding (1) pending, proposed or completed action by the United States government or any of its agencies or instrumentalities or by the government of the State or any of its agencies or instrumentalities which, in the reasonable judgment of the Issuer, could result in a reduction in Unrestricted Moneys by ten percent (10%) or more below those shown in the budget of the Issuer for fiscal year 2004-2005 or (2) any other event which, in the reasonable judgment of the Issuer, is likely to have a material adverse effect on the financial condition or operations of the Issuer or affect the ability of the Issuer to perform its obligations under the Notes, this Agreement or under any other Financing Document; (xi) Notice of any resignation of the Fiscal Agent immediately upon receiving such resignation; and (Dxii) promptly after Such other information regarding the sending or filing thereofbusiness, copies affairs and condition of all reports which the Borrower Issuer as the Bank may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectreasonably request.

Reports, Certificates and Other Information. The Borrower shall furnish to the Lender: (A) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 60 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subject.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause to the be furnished to Agent and each Lender: (Aa) as As soon as available and in any event within 120 days after the end of each fiscal year of the Borroweravailable, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and but in any event within 90 days after the end of each quarterly period Fiscal Year of Borrower: (other than the last quarterly periodi) in each fiscal year copies of the Borrower, the condensed consolidated balance sheet of the Borrower and its Subsidiaries on a consolidated Subsidiaries and consolidating basis as at the end of such quarterly period Fiscal Year and the condensed consolidated related statements of income earnings, shareholders' equity and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly periodFiscal Year, setting forth in each case setting forth in comparative form the corresponding figures for the previous year and, as prepared by Borrower, in the current business plan and containing a narrative discussion by Borrower of variances reflected by such comparisons, prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein, certified, without a going concern or like qualification or qualification arising out of the scope of the audit, by Deloitte & Touche, L.P. (or such other independent certified public accountants of recognized standing as shall be selected by Borrower with Agent's approval); and (ii) a certificate from the accountants identified in clause (i) of this Section 11.1 (a) containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in this Section 11, and to the effect that, in making the examination necessary for the signing of the annual audit report of Borrower by such accountants, they have not become aware of any non-compliance by Borrower or any Subsidiary with this Agreement or any Related Document or any Event of Default or Unmatured Event of Default. (b) As soon as available, but in any event within 45 days after the end of each fiscal quarter of Borrower, copies of the unaudited balance sheet of Borrower and its Subsidiaries on a consolidated and consolidating basis as at the end of such fiscal quarter and the related unaudited statements of earnings, shareholders' equity and cash flows for such fiscal quarter and the portion of the Fiscal Year through such fiscal quarter, in each case setting forth in comparative form the figures for the corresponding period periods of the preceding fiscal yearprevious Fiscal Year and in the current business plan and containing a narrative discussion of variances reflected by such comparisons, all prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein, accompanied by a "management letter" containing a narrative discussion of such financial statements and certified by a principal the chief financial officer of Borrower as presenting fairly the financial condition and results of operations of Borrower and its Subsidiaries (subject to normal year-end audit adjustments;). (Cc) immediately upon As soon as available, but in any event within 30 days after the end of each month, copies of the unaudited balance sheet of Borrower and its Subsidiaries on a senior officer consolidated and consolidating basis as at the end of such month and the related unaudited statements of earnings and cash flows for such month and the portion of the Fiscal Year through such month, in each case setting forth in comparative form the figures for the corresponding periods of the previous Fiscal Year and in the Borrower’s finance department becoming aware current business plan and containing a narrative discussion of variances reflected by such comparisons, prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and certified by the chief financial officer of Borrower as presenting fairly the financial condition and results of operations of Borrower and its Subsidiaries (subject to normal year-end audit adjustments). (d) As soon as available, but in any event: (i) within 30 days after the existence beginning of each Fiscal Year of Borrower, a Default or an Event copy of Defaultthe plan and forecast (including a projected balance sheet, income statement and funds flow statement and amount of the Revolving Commitment and Borrowing Availability) of Borrower and its Subsidiaries for the current Fiscal Year in monthly detail; and (ii) any matter that has resulted or could reasonably be expected within 30 days after the end of the second fiscal quarter of Borrower in each Fiscal Year, an update of each plan and forecast delivered with respect to result the Fiscal Year in which such fiscal quarter occurs, reflecting changes in such plan resulting from actual and then anticipated results and forecasts. (e) Contemporaneously with the furnishing of a Material Adverse Effectcopy of each annual audit report and of each set of financial statements provided for in Sections 11.1(a), including, without limitation11.1(b) and 11.1(c), (ai) a duly completed certificate in substantially the form of Exhibit 11.1(e) or in such other form as Agent may from time to time require (each a "COMPLIANCE CERTIFICATE"), signed by the chief financial officer of Borrower, containing, among other things, a computation of, and showing compliance with, each of the applicable financial ratios and restrictions contained in this Section 11 and to the effect that as of such date no Event of Default or Unmatured Event of Default has occurred and is continuing or if such an Event of Default or Unmatured Event of Default has occurred and is continuing, setting forth the nature thereof and the actions Borrower is taking with respect thereto, and (ii) a report of the President or Chief Executive Officer of Borrower describing the financial performance of Borrower and its Subsidiaries during the period covered by such set of financial statements and setting forth any disputesignificant events occurring during such period affecting Borrower and its Subsidiaries. (f) Promptly upon receipt thereof, litigationcopies of all financial and management reports regarding Borrower and its Subsidiaries, investigationsubmitted to Borrower, proceeding any Subsidiary or suspension between the any shareholder of Borrower or any Subsidiary by independent public accountants in connection with each annual or interim audit report made by such accountants of its Subsidiaries the books of Borrower. (g) Promptly upon the filing or furnishing thereof, copies of all regular and periodic reports, proxy statements, financial statements, registration statements, prospectuses and other material filed by Borrower or any Subsidiary with or to any securities exchange or the Securities and Exchange Commission or any other Governmental Authority; Authority or distributed to the stockholders of any such Person and all pres releases and other statements made available by Borrower or any Subsidiary to the public concerning material adverse changes or developments in the business of any such Person. (bh) Forthwith upon Borrower learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by Borrower, any Subsidiary or any other party with respect thereto: (i) the commencement occurrence of an Event of Default or an Unmatured Event of Default, (ii) the institution of, or any material adverse determination or materially adverse development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation arbitration proceeding or governmental proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, (iii) the occurrence of a Reportable Event, (iv) the institution of any steps to terminate any Pension Plan, (v) the institution of any steps to completely or partially withdraw from any Multiemployer Plan, (vi) the failure of Borrower or any current or past member of its Controlled Group to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 412 of the IRC or Section 302 of ERISA, (vii) the adoption of any amendment which would require Borrower or any current or past member of its Controlled Group to provide a bond or other security to a Pension Plan under Section 401(a)(29) of the IRC or Section 307 of ERISA, (viii) the incurrence of any increase in the contingent liability of Borrower or any member of its Controlled Group or any other conditions, events or transactions with respect to any present (or future) Employee Benefit Plan which (a) is not adequately reserved on the balance sheet of Borrower or one of its Controlled Group members and (b) could result in the incurrence by Borrower or any member of its Controlled Group of any liability in excess of $50,000 (in the aggregate), (ix) the commencement of any dispute which might lead to the modification, transfer, revocation, suspension or termination of any Related Document, (x) any termination (without renewal), loss, suspension or other impairment of Borrower's or its Subsidiary's rights under any Material Intellectual Property Right or Material Contract or any expectation of any such termination, loss, suspension or other impairment, (xi) any other material adverse change in a Material Contract, or (xii) any other event or events which could have a Material Adverse Effect. (i) (i) Within 90 days after the end of each Fiscal Year, a certificate signed by its chief financial officer that summarizes the insurance policies carried by Borrower (such certificate to be in form and substance satisfactory to Agent), and (ii) written notification 30 days prior to any cancellation or material change (other than one which enlarges the scope of coverage, adds additional insureds or increases coverage limits) of any such insurance by Borrower and within 5 days after receipt of any notice (whether formal or informal) of cancellation, reduction in coverage, or shortening of policy period or material adverse change by any of its insurers. (j) With respect to each Multiemployer Plan as to which Borrower or any current or past member of its Controlled Group may have any liability, (i) no less frequently than annually, a written estimate (which shall be based on information received from each such plan, it being expressly understood that Borrower shall take all reasonable steps to obtain such information) of the withdrawal liability that would be incurred by Borrower or any current or past member of its Controlled Group in the event that Borrower or any current or past member of its Controlled Group were to completely withdraw from that plan in a complete withdrawal as defined in Section 4201 of ERISA, and (ii) written notice specifying thereof, as soon as it has reason to believe (on the nature basis of the most recent information available to it) that the sum of (a) the withdrawal liability that would be incurred by Borrower or any current or past member of its Controlled Group if Borrower or any current or past member of its Controlled Group completely withdrew from any Multiemployer Plans as to which Borrower of any current or past member of its Controlled Group has an obligation to contribute, and period (b) the amount of existence thereof and what action the outstanding withdrawal liability (without unaccrued interest) incurred by Borrower is taking of any current or proposes past member of its Controlled Group to take with respect thereto; andMultiemployer Plans, would exceed $50,000 in the aggregate. (Dk) promptly Prompt written notice of execution of any agreement by Borrower or any Subsidiary to merge or consolidate into or with, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person, or for the sale, transfer, lease or conveyance by Borrower or any Subsidiary of all or any substantial part of its assets or sale or assignment without recourse of any of its receivables. (l) Within 30 days after the sending or filing thereof, copies of all reports income tax returns filed by Borrower or any Subsidiary with any Federal taxing authority. (m) Not later than the twentieth (20th) day of each month, a monthly report ("MONTHLY REPORT"), accompanied by a certificate in the form attached as Exhibit 11.1(m), which shall be signed by the chief executive officer or chief financial officer of Borrower. The Monthly Report shall be in form and substance satisfactory to Agent and shall include, as of the last Business Day of the preceding month (and with respect to the initial Monthly Report attached hereto, as of a date not more than two (2) Business Days prior to the Closing Date): (i) an aged trial balance of Accounts ("ACCOUNTS TRIAL BALANCE") sorted by Account Debtor in invoice detail and submitted in hard copy and electronic disk indicating which Accounts are current, up to 30, 30 to 59, 60 to 89 and 90 days or more past the original invoice date and listing the names and addresses of all applicable Account Debtors, (ii) a summary of accounts payable showing which accounts payable are current, up to 30, 30 to 59, 60 to 89 and 90 days or more past due and listing the names and addresses of applicable creditors; and (iii) a schedule of Inventory owned by Borrower may from time and in Borrower's possession valued at the lower of cost or market on a FIFO basis. Borrower shall provide in all Monthly Reports and more frequently if requested by Agent, in form satisfactory to time furnish its stockholdersAgent, information on each of the following occurrences arising subsequent to the immediately preceding Monthly Report: all sales or other reductions of and all additions to Inventory, all returns of Inventory, and all credits issued by Borrower, all material complaints and claims against Borrower in connection with Inventory. At any reasonable time and from In addition, Borrower shall deliver a Borrowing Base Certificate to Agent not later than each Tuesday as of the previous Friday. (n) Together with each delivery of financial statements required by Section 11.1(c), a current list of outstanding intercompany loans made pursuant to Section 11.33. (o) From time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that such other information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the concerning Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower as Agent or any Subsidiary is a party or is subjectLender may reasonably request.

Reports, Certificates and Other Information. The Borrower shall Borrowers will furnish to the LenderBanks copies of the following: (A) as 5.2.1 Annual Statements and Form 10-K. As soon as available and in any event within 120 One Hundred Twenty (120) days after the end close of each fiscal year year, financial statements of the Borrower, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of Company for such fiscal year prepared and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal yearpresented in accordance with GAAP on a Consolidated basis, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a the audit report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, as to the effect that such financial statements present fairlyConsolidated statements, in accordance unqualified as to scope, of KPMG Peat Marwick, or other independent certified public accountants reasonably acceptable to the Agent. As soon as it is filed with GAAP consistently applied (except for changes in which such accountants concur)the Securities and Exchange Commission, the consolidated financial condition a copy of the Borrower and Company's report on Form 10-K for its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such immediately preceding fiscal year;. (B) as 5.2.2 Quarterly Statements and Form 10-Q. As soon as available and in any event within 90 forty-five (45) days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrowerfirst three (3) quarterly fiscal periods, a copy of the condensed consolidated interim financial statements of the Company, consisting at a minimum of (i) a Consolidated balance sheet as of the Borrower and its consolidated Subsidiaries as at the end of such each quarterly accounting period, and (ii) a Consolidated statement of income for each quarterly accounting period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part portion of the fiscal year ended with such quarterly periodthen elapsed, setting forth in each case in comparative form the corresponding figures for the corresponding period dates and periods of the preceding fiscal year, all in reasonable detail and certified accompanied by a principal the written representation of the chief financial officer of the Borrower subject to normal year-end adjustments; Company that such financial statements have been prepared in accordance with GAAP (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of except that they need not reflect adjustments normally made at year end), consistently applied (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower except for changes in which the amount involved exceeds $500,000independent accountants of the Company report upon), or in which injunctive relief or similar relief is sought, in and present fairly the cases Consolidated financial position of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effectthe Company and the results of its operation as of the dates of such statements and for the fiscal periods then ended. As soon as filed with the Securities and Exchange Commission, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties copy of the Borrower and any of Company's report on Form 10-Q for its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectimmediately preceding fiscal quarter.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish to the Lender: (Aa) as soon as promptly when available and in any event within 120 days after the end close of each fiscal year (i) a copy of the Borrower, the audited consolidated balance sheet annual audit report of the Borrower and its Subsidiaries for such fiscal year, including therein consolidated balance sheets of the Borrower and its Subsidiaries as at of the end of such fiscal year and the consolidated statements of income, earnings and cash flows and common shareholders’ equity flow of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied audited by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, reasonably acceptable to the effect that such financial statements present fairly, in accordance with GAAP consistently applied Lender and (except for changes in which such accountants concur), the consolidated financial condition ii) consolidating balance sheets of the Borrower and its consolidated Subsidiaries as at of the end of such fiscal year and their consolidated results a consolidating statement of operations earnings for the Borrower and the consolidated cash flows its Subsidiaries for such fiscal year, together with a comparison of the preceding fiscal year, certified by a Responsible Officer of the Borrower; (Bb) as soon as promptly when available and in any event within 90 45 days after the end of each quarterly period fiscal quarter (other than except the last quarterly periodfiscal quarter) in of each fiscal year of the Borroweryear, the condensed consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries as at of the end of such quarterly period and the condensed fiscal quarter, together with consolidated statements of income earnings for such fiscal quarter and cash flows for the period beginning with the first day of the Borrower and its consolidated Subsidiaries for that part of the such fiscal year ended end ending on the last day of such fiscal quarter, together with such quarterly period, setting forth in each case in comparative form the corresponding figures for a comparison with the corresponding period of the preceding previous fiscal year, all in reasonable detail and certified by a principal Responsible Officer of the Borrower; (c) contemporaneously with the furnishing of a copy of each annual audit report pursuant to Section 8.1(a) and each set of quarterly statements pursuant to Section 8.1(b), so long as any Liabilities are outstanding at such time, a duly completed compliance certificate in the form of Exhibit B, with appropriate insertions, dated the date of such annual report or such quarterly statement and signed by a Responsible Officer of the Borrower, containing a computation of each of the financial ratios and restrictions set forth in Section 8.6 and to the effect that such officer has not become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such event, describing it and the steps, if any, being taken to cure it; (d) promptly upon the filing or sending thereof, copies of all regular, periodic or special reports of any Affiliate of the Borrower subject filed with the Securities and Exchange Commission (the "SEC"); copies of all registration statements of any Affiliate of the Borrower filed with the SEC (other than on Form S-8); and copies of all proxy statements or other communications made to normal year-end adjustmentssecurity holders generally (in each case only to the extent such reports or filings include or incorporate the financial results of the Borrower or any Subsidiary); (Ce) immediately promptly upon a senior officer in the Borrower’s finance department becoming aware of any of the following, written notice describing the same and the steps being taken by the Borrower or the Subsidiary affected thereby with respect thereto: (i) the existence occurrence of a an Event of Default or an Unmatured Event of Default; and ; (ii) any matter litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Lender that has resulted or could reasonably be expected been instituted or, to result in a Material Adverse Effectthe knowledge of the Borrower, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between is threatened against the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, Subsidiary or any material development in, any litigation or proceeding affecting the Borrower or to which any of its Subsidiaries, including pursuant to the properties of any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief thereof is sought, in the cases of subclauses (ii) (a) through (c) which could subject that might reasonably be expected to have a Material Adverse Effect; (iii) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, or the failure of any member of the Controlled Group to make a written notice specifying required contribution to any Pension Plan (if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or the nature and period taking of existence thereof and what any action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports to a Pension Plan which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which requirement that the Borrower or any Subsidiary is a party or is subject.furnish

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause to be furnished to the Lender: (A) as soon as available and in any event within 120 Administrative Agent for distribution to the Lenders: GAAP Financial Statements: Within 45 days after the end close of each of the first three fiscal quarters of each fiscal year beginning with the fiscal quarter ending after the Amalgamation Date (A) of Harbor Point Re, a copy of the Borrower, the audited unaudited consolidated balance sheet sheets of Harbor Point Re and its Subsidiaries, as of the Borrower close of such quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) and accompanied by the certification of a Responsible Officer of Harbor Point Re that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) the consolidated results of operations and cash flows of Harbor Point Re and its consolidated Subsidiaries as at the end of such fiscal year quarter and for the period then ended, (B) of Max Capital, a copy of the unaudited consolidated balance sheets of Max Capital, as of the close of such quarter and the related consolidated statements of income, income and cash flows and common shareholders’ equity for that portion of the Borrower fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) and accompanied by the certification of a Responsible Officer of Max Capital that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) the consolidated results of operations and cash flows of Max Capital as at the end of such fiscal quarter and for the period then ended and (C) of the Parent, a copy of the unaudited consolidated balance sheets of the Parent, as of the close of such quarter and the related consolidated statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) and accompanied by the certification of a Responsible Officer of the Parent that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) the consolidated results of operations and cash flows of the Parent as at the end of such fiscal quarter and for the period then ended. Within 90 days after the close of each fiscal year beginning with the fiscal year ended 2009, (A) of Harbor Point Re, a copy of the annual audited consolidated financial statements of Harbor Point Re and its consolidated Subsidiaries for such fiscal yearconsisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case in comparative form the corresponding figures for the preceding previous fiscal year, all which financial statements shall be prepared in reasonable detail and accompanied accordance with GAAP, certified without material qualification by a report KPMG or opinion (which shall not be qualified by reason any other firm of any limitations imposed by the Borrower) of an independent certified public accounting firm accountants of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, Max Capital and reasonably acceptable to the effect Required Lenders that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition position and the results of the Borrower operations and cash flows of Harbor Point Re and its consolidated Subsidiaries as at the end of such fiscal year and their for the period then ended, (B) of Max Capital, a copy of the annual audited financial statements of Max Capital consisting of consolidated and consolidating balance sheets and consolidated and consolidating statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous fiscal year, which financial statements shall be prepared in accordance with GAAP, certified without material qualification by KPMG or any other firm of independent certified public accountants of recognized national standing selected by Max Capital and reasonably acceptable to the Required Lenders that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP the financial position and the results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries Max Capital as at the end of such quarterly year and for the period then ended and (C) of the condensed Parent, a copy of the annual audited financial statements of the Parent consisting of consolidated and consolidating balance sheets and consolidated and consolidating statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous fiscal year, which financial statements shall be prepared in accordance with GAAP, certified without material qualification by KPMG or any other firm of independent certified public accountants of recognized national standing selected by Max Capital and reasonably acceptable to the Required Lenders that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP the financial position and the results of operations and cash flows of the Borrower Parent as at the end of such year and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectthen ended.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause to be furnished to the LenderAdministrative Agent and the Lenders: (Aa) as soon as available and in any event within 120 GAAP Financial Statements: (i) Within 50 days after the end close of each fiscal year of the first three Fiscal Quarters of each Fiscal Year of the Borrower, commencing with the audited Fiscal Quarter ending March 31, 2010, a copy of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries, as of the close of such quarter and the related consolidated statements of income, cash flows and changes in shareholders’ equity for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) and, with respect to Material Subsidiaries (other than RIHL), the related unaudited consolidating balance sheets and statements of income for such period and accompanied by the certification of the chief executive officer, chief financial officer, treasurer or controller of the Borrower that all such financial statements are complete and correct in all material respects and present fairly in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) the financial position and results of operations of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year Fiscal Quarter and for the period then ended. (ii) Within 95 days after the close of each Fiscal Year, a copy of the annual financial statements of the Borrower and its Subsidiaries, consisting of audited consolidated balance sheet, statements of income, cash flows and common changes in shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal yearequity, setting forth which financial statements shall be prepared in each case in comparative form the corresponding figures for the preceding fiscal yearaccordance with GAAP, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified certification without material qualification by reason of any limitations imposed the independent certified public accountants regularly retained by the Borrower) , or any other firm of an independent certified public accounting firm accountants of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, Borrower and reasonably acceptable to the effect Required Lenders that all such audited financial statements are complete and correct in all material respects and present fairly, fairly in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year Fiscal Year and their consolidated results of operations and for the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period then ended and, with respect to Material Subsidiaries (other than the last quarterly period) in each fiscal year of the BorrowerRIHL), the condensed consolidated unaudited consolidating balance sheet of the Borrower sheets and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly periodincome, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period of the preceding fiscal yearprevious Fiscal Year, all which consolidating financial statements shall be prepared in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments;accordance with GAAP. (Ciii) immediately upon a senior officer in the Borrower’s finance department becoming aware of (iOn each date that financial statements are delivered pursuant to Section 6.1(a)(i) the existence of a Default or an Event of Default; and (ii) ), a schedule in form and substance satisfactory to the Administrative Agent setting forth claims schedule detail with respect to claims of $20,000,000 or more under any matter that has resulted single policy and claims aggregating $100,000,000 or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant more with respect to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectsingle event.

Reports, Certificates and Other Information. The Borrower shall furnish to the Lender: (A) as soon as available and in any event within 120 days after the end of each fiscal year Fiscal Year of the Borrower, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year Fiscal Year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal yearFiscal Year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year Fiscal Year and their consolidated results of operations and the consolidated cash flows for such fiscal yearFiscal Year; (B) as soon as available and in any event within 90 45 days after the end of each quarterly fiscal quarter period (other than the last quarterly period) in of each fiscal year Fiscal Year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year Fiscal Year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal yearFiscal Year, all in reasonable detail and certified by a principal financial the senior officer of in the Borrower Borrower’s finance department, subject to normal year-end adjustments; (C) as soon as available and in any event within 30 days after the Borrower knows or has reason to know that any circumstances exist that constitute grounds entitling the Pension Benefit Guaranty Corporation (“PBGC”) to institute proceedings to terminate a Plan subject to ERISA with respect to the Borrower or any commonly controlled entity, and promptly but in any event within two (2) business days of receipt by the Borrower or any commonly controlled entity of notice that the PBGC intends to terminate a plan or appoint a trustee to administer the same, and promptly but in any event within five (5) business days of the receipt of notice concerning the imposition of withdrawal liability with respect to the Borrower or any commonly controlled entity, the Borrower will deliver to the Lender a certificate of the chief financial officer of the Borrower setting forth all relevant details and the action which the Borrower proposes to take with respect thereto; (D) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses sub-clauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and; (DE) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders; (F) within five (5) business days following the close of each calendar month with respect to the month just ended: (i) reports on the progress of the development and construction of the Project and (ii) reports on the business operations of Borrower (including, without limitation, reports on production volume, customer lists, sales volume, unit pricing and such other information required by Lender); each of the foregoing reports and information required under this Section 5.2 (F) shall be in such form, substance and detail as required by Lender, in its sole discretion, and each of which shall be duly certified by a duly authorized officer(s) of Borrower having knowledge of the respective contents, as shall be reasonably determined by Lender. At any reasonable time and from time to time, upon not less than ten (10) Business Days’ prior written noticenotice (unless an Event of Default has occurred and is continuing, in which event no notice from Lender shall be required), the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subject.

Reports, Certificates and Other Information. The Borrower shall furnish Company will deliver to each of the LenderLenders: (Aa) as soon as available and in any event within 120 days after the end of each fiscal year Fiscal Year, a copy of the BorrowerCompany's Annual Report to Shareholders and its Annual Report on Form 10-K for the Fiscal Year then ended, as filed with the audited consolidated balance sheet SEC and which will include an annual audit report of the Borrower Company, prepared on a consolidated basis and its consolidated Subsidiaries as at in accordance with the end Company's then current method of such fiscal year and the consolidated statements accounting, which method must be in accordance with GAAP, duly certified by independent certified public accountants of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of nationally recognized national standing selected by the BorrowerCompany; (b) within 60 days after each Fiscal Quarter (except the last Fiscal Quarter) of each Fiscal Year, which shall be prepared a copy of the Company's Quarterly Report on Form 10-Q for the Fiscal Quarter then ended, as filed with the SEC; (c) contemporaneously with the furnishing of a copy of each Annual Report on Form 10-K provided for in accordance subsection (a) and of each Quarterly Report on Form 10-Q provided for in subsection (b), a duly completed certificate in the form of Exhibit I with generally accepted auditing standards relating appropriate insertions (each such certificate called a "COMPLIANCE CERTIFICATE"), dated not more than 10 days prior to reportingthe date furnished, signed by an officer of the Company, showing compliance with the Consolidated Net Worth covenant set forth in Section 5.07 and, if applicable, the Debt of Subsidiaries covenant set forth in Section 5.05 and the Leverage Ratio covenant set forth in Section 5.06, and to the effect that no Unmatured Event of Default or Event of Default has occurred and is continuing or, if there is any such financial statements present fairlyan event, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations describing it and the consolidated cash flows for such fiscal yearsteps, if any, being taken to cure it; (Bd) as soon as available and in on any event date prior to the Reset Date, within 90 days five Domestic Business Days after the end any Responsible Officer obtains knowledge of each quarterly period (other than the last quarterly period) in each fiscal year any 44 Event of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Unmatured Event of Default; , if such Event of Default or Unmatured Event of Default is then continuing, a certificate of the Company's chief financial officer or chief accounting officer setting forth the details thereof and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in action which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower Company is taking or proposes to take with respect thereto; and; (De) promptly after upon the sending or filing thereof, copies of all reports which each Current Report on Form 8-K filed by the Borrower may Company with the SEC; and (f) from time to time furnish its stockholderssuch additional information concerning the Company as the Administrative Agent, at the request of any Lender, may reasonably request. At any reasonable time and from time Information required to timebe delivered pursuant to subsections 5.01(a), upon ten (105.01(b), or 5.01(e) Business Days’ prior written notice, above shall be deemed to have been delivered on the Borrower shall permit date on which the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case Company provides notice to the extent regarding this Credit AgreementLenders that such information has been posted on the Company's website on the Internet at the website address listed on the signature pages hereof, at sec.xxx/xxxxx/xxxxxxxx.xxx xx at another website identified in such notice and accessible by the Lenders without charge; provided that (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department such notice may be included in a Compliance Certificate delivered pursuant to subsection 5.01(c) and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers Company shall deliver paper copies of the Borrower if so requested by the Borrower (it being understood that information obtained by the referred to in subsections 5.01(a), 5.01(b), or 5.01(e) to any Lender pursuant to this Section shall be kept confidential except to the extent any which requests such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectdelivery.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause to ------------------------------------------- be furnished to the LenderAdministrative Agent and the Lenders: (Aa) as soon as available and in any event within 120 GAAP Financial Statements: ------------------------- (i) Within 45 days after the end close of each fiscal year of the first three Fiscal Quarters of each Fiscal Year (A) of the Borrower, a copy of the audited unaudited consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries Subsidiaries, as at of the end close of such fiscal year quarter and the consolidated related statements of income, income and cash flows and common shareholders’ equity for that portion of the Borrower and its consolidated Subsidiaries for Fiscal Year ending as of the close of such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal yearFiscal Quarter, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating GAAP (subject to reporting, to normal year-end adjustments) and accompanied by the effect certification of an Executive Officer of the Borrower that all such financial statements are complete and correct and present fairly, fairly in accordance with GAAP consistently applied (except for changes in which such accountants concur), subject to normal year-end adjustments) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Quarter and for the period then ended and (B) of the Parent, a copy of the unaudited consolidated Subsidiaries and consolidating balance sheets of the Parent, as of the close of such quarter and the related consolidated and consolidating statements of income and cash flows for that part portion of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period Fiscal Year ending as of the preceding fiscal yearclose of such Fiscal Quarter, all prepared in reasonable detail and certified by a principal financial officer of the Borrower accordance with GAAP (subject to normal year-end adjustments; ) and accompanied by the certification of an Executive Officer of the Parent that all such financial statements are complete and correct and present fairly in accordance with GAAP (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (isubject to normal year-end adjustments) the existence consolidated results of a Default or an Event operations and cash flows of Default; the Parent as at the end of such Fiscal Quarter and for the period then ended. (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, Within 90 days after the close of each Fiscal Year (aA) any dispute, litigation, investigation, proceeding or suspension between of the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse EffectBorrower, a written notice specifying copy of the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties annual audited consolidated financial statements of the Borrower and its Subsidiaries consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified without material qualification by KPMG Peat Marwick or any other firm of its Subsidiaries, independent certified public accountants of recognized national standing selected by the Borrower and reasonably acceptable to discuss the affairs, finances Required Lenders that all such financial statements are complete and accounts correct and present fairly in accordance with GAAP the financial position and the results of operations and cash flows of the Borrower and any its Subsidiaries as at the end of its Subsidiariessuch year and for the period then ended and (B) of the Parent, a copy of the annual audited financial statements of the Parent consisting of consolidated and consolidating balance sheets and consolidated and consolidating statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified without material qualification by KPMG Peat Marwick or any other firm of independent certified public accountants of recognized national standing selected by the Parent and reasonably acceptable to the extent regarding this Credit Agreement, (i) Required Lenders that all such financial statements are complete and correct and present fairly in accordance with any GAAP the financial position and the results of operations and cash flows of the Borrower’s senior officers or any of Parent as at the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting end of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise year and for the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectperiod then ended.

Reports, Certificates and Other Information. The Borrower City shall furnish or cause to be furnished to the LenderBank copies of: (Aa) As soon as available and in no event later than two hundred ten (210) days after the end of each Fiscal Year of the City, the annual audited financial statements for the Enterprise, which such annual audited financial statements shall include a Statement of Net Assets, Statement of Revenues, Expenses and Changes in Net Assets, and Statement of Cash Flows as well as the notes to the audited financial statements, each of which shall be audited and accompanied by a report and an opinion of an Accountant, which report and opinion shall be prepared in accordance with GAAP (applied on a basis consistent with that of the preceding Fiscal Year) and shall not contain any qualification or exception except to the extent consistent with those qualifications and exceptions set forth in the report and opinion of the Accountant for Fiscal Year [2013] provided to the Bank on or prior to the Issuance Date, and shall fairly present the financial condition of the Enterprise as of the end of such Fiscal Year and reflect its operations during such Fiscal Year. Additionally, on the date that the City delivers the annual audited financial statements required by this Section 7.2(a) hereof, the City shall provide to the Bank a compliance certificate substantially in the form of Exhibit C hereto (the “Compliance Certificate”) which provides for each of the following: (i) demonstration by the City that the Enterprise is in compliance with the rate maintenance covenant described in Section 7.8 hereof and (ii) a statement that no Default or Event of Default has occurred and is continuing hereunder, all as certified to by an Authorized Representative; (b) As soon as available and in no event later than forty-five (45) days after the end of each calendar quarter, an unaudited summary and detail of quarterly financial activity and cash position with respect to General Airport Revenues and Other Available Funds together with a Compliance Certificate properly completed and certified to by an Authorized Representative of the City; (c) As soon as available, the Monthly Revenue, Expenditure and Enplanement Reports for the Enterprise; (i) As soon as available and in any event no later than forty-five (45) days prior to commencement of each Fiscal Year, the proposed Airport Budget, and (ii) as soon as available and in any event within 120 days after the end not later than November 30 of each fiscal year of the BorrowerFiscal Year, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal yearadopted Airport Budget; (Be) as As soon as available available, all notices, certificates, instruments, letters and written commitments in connection with the Covered Notes provided to the Issuing and Paying Agent other than those notices, certificates, instruments, letters and written commitments that relate solely to the routine issuance and payment of the Covered Notes; (f) Promptly after it is posted electronically or otherwise published, any disclosure documents distributed in connection with any issue of Senior Xxxx Xxxxx or other Indebtedness secured by General Airport Revenues; (i) Promptly and, in any event within 90 days after five (5) Business Days of (A) the end occurrence of each quarterly period any Event of Default and (other than B) the last quarterly period) in each fiscal year City obtaining actual knowledge or receiving any notice of the Borrowerany Default or Event of Default, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all a certificate signed by an Authorized Representative specifying in reasonable detail the nature and certified by period of existence thereof and what action the City has taken or proposes to take with respect thereto and (ii) promptly following a principal financial officer written request of the Borrower subject Bank, a certificate of an Authorized Representative of the City as to normal year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence or absence, as the case may be, of a Default or an Event of Default; Default under this Agreement; (h) On or prior to the date on which Indebtedness secured by the General Airport Revenues is to be issued or incurred, a Compliance Certificate properly completed and certified to by an Authorized Representative of the City including a certification as to compliance with all debt service coverage ratios set forth herein and in the Master Bond Resolution that are required to be satisfied as a condition precedent to the issuance or incurrence of such Indebtedness; (iii) As promptly as practicable, written notice to the Bank of all litigation served against the City and all proceedings before any matter that has resulted court or Governmental Authority which, in each case, could reasonably be expected to result in a Material Adverse Effect; (j) Promptly, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying to the nature and period Bank of existence thereof and what action all changes to the Borrower is taking or proposes to take with respect theretoCity’s investment policy; and (Dk) promptly after Such other information regarding the sending or filing thereof, copies affairs and condition of all reports which the Borrower Enterprise as the Bank may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectreasonably request.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or ------------------------------------------- cause to be furnished to the LenderAdministrative Agent and the Lenders: (Aa) as soon as available and in any event within 120 GAAP Financial Statements: ------------------------- (i) Within 45 days after the end close of each fiscal year of the first three Fiscal Quarters of each Fiscal Year (A) of the Borrower, a copy of the audited unaudited consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries Subsidiaries, as at of the end close of such fiscal year quarter and the consolidated related statements of income, income and cash flows and common shareholders’ equity for that portion of the Borrower and its consolidated Subsidiaries for Fiscal Year ending as of the close of such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal yearFiscal Quarter, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating GAAP (subject to reporting, to normal year-end adjustments) and accompanied by the effect certification of an Executive Officer of the Borrower that all such financial statements are complete and correct and present fairly, fairly in accordance with GAAP consistently applied (except for changes in which such accountants concur), subject to normal year-end adjustments) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Quarter and for the period then ended and (B) of the Parent, a copy of the unaudited consolidated Subsidiaries and consolidating balance sheets of the Parent, as of the close of such quarter and the related consolidated and consolidating statements of income and cash flows for that part portion of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures for the corresponding period Fiscal Year ending as of the preceding fiscal yearclose of such Fiscal Quarter, all prepared in reasonable detail and certified by a principal financial officer of the Borrower accordance with GAAP (subject to normal year-end adjustments; ) and accompanied by the certification of an Executive Officer of the Parent that all such financial statements are complete and correct and present fairly in accordance with GAAP (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (isubject to normal year-end adjustments) the existence consolidated results of a Default or an Event operations and cash flows of Default; the Parent as at the end of such Fiscal Quarter and for the period then ended. (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, Within 90 days after the close of each Fiscal Year (aA) any dispute, litigation, investigation, proceeding or suspension between of the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse EffectBorrower, a written notice specifying copy of the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties annual audited consolidated financial statements of the Borrower and its Subsidiaries consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified without material qualification by KPMG Peat Marwick or any other firm of its Subsidiaries, independent certified public accountants of recognized national standing selected by the Borrower and reasonably acceptable to discuss the affairs, finances Required Lenders that all such financial statements are complete and accounts correct and present fairly in accordance with GAAP the financial position and the results of operations and cash flows of the Borrower and any its Subsidiaries as at the end of its Subsidiariessuch year and for the period then ended and (B) of the Parent, a copy of the annual audited financial statements of the Parent consisting of consolidated and consolidating balance sheets and consolidated and consolidating statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified without material qualification by KPMG Peat Marwick or any other firm of independent certified public accountants of recognized national standing selected by the Parent and reasonably acceptable to the extent regarding this Credit Agreement, (i) Required Lenders that all such financial statements are complete and correct and present fairly in accordance with any GAAP the financial position and the results of operations and cash flows of the Borrower’s senior officers or any of Parent as at the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting end of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise year and for the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectperiod then ended.

Reports, Certificates and Other Information. The Borrower shall furnish furnish, or caused to be furnished to Lender copies of the Lender:following financial statements, certificates and other information. (Ai) as soon as available and in any event For the Consolidated Group, within 120 thirty (30) calendar days after the end of the fiscal month ending May 31, 2006 and each fiscal year month ending thereafter, (A) consolidated and consolidating balance sheets of the Borrower, the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries Consolidated Group as at the end of such fiscal year and the consolidated statements of income, cash flows and common shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal yearmonth, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified by reason of any limitations imposed by the Borrower) of an independent public accounting firm of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, to the effect that such financial statements present fairly, in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at the end of such the corresponding fiscal year month of the preceding year; and their (B) consolidated results and consolidating statements of operations and income of the consolidated cash flows Consolidated Group for such fiscal year; (B) as soon as available month and in any event within 90 days after for the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part portion of the fiscal year ended with such quarterly periodfiscal month, setting forth in each case in comparative form the corresponding figures for the corresponding period periods of the preceding fiscal year, all in reasonable detail and certified by a principal financial officer detail. (ii) For the Consolidated Group, within forty-five (45) calendar days after the end of the Borrower subject to normal fiscal quarter ending June 30, 2006 and each fiscal quarter ending thereafter, (A) consolidated and consolidating balance sheets of the Consolidated Group as at the end of such fiscal quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding fiscal quarter of the preceding year-end adjustments; (C) immediately upon a senior officer in the Borrower’s finance department becoming aware of (i) the existence of a Default or an Event of Default; and (iiB) consolidated and consolidating statements of income, stockholders’ equity and cash flows of the Consolidated Group for such fiscal quarter and for the portion of the fiscal year ended with such fiscal quarter, setting forth in comparative form the corresponding figures for the corresponding periods of the preceding fiscal year, all in reasonable detail. Such financial statements for the Consolidated Group shall be accompanied by a certificate of an Authorized Officer certifying that such financial statements fairly present the consolidated and consolidating financial condition and results of operations, as the case may be, of the Consolidated Group in accordance with Agreement Accounting Principles, consistently applied, as at the end of, and for, such fiscal quarter and the portion of the fiscal year ended with such fiscal quarter, except that Investments in Subsidiaries and other Persons shall be reflected on a cost basis, minority interests need not be specified. (iii) For the Consolidated Group, within ninety (90) calendar days after the end of the fiscal year of the Consolidated Group (A) consolidated and consolidating balance sheets of such Consolidated Group as at the end of such fiscal year, setting forth in comparative form the corresponding figures as at the end of the preceding fiscal year; and (B) consolidated and consolidating statements of income, stockholders’ equity and cash flows of such Consolidated Group for such fiscal year, setting forth in comparative form the corresponding figures for the previous fiscal year, all in reasonable detail. Such financial statements of the Consolidated Group shall be accompanied by an unqualified opinion thereon of a firm of independent certified public accountants approved by Lender, which opinion shall state that such consolidated financial statements of the Consolidated Group fairly present the consolidated financial condition and results of operations of such Consolidated Group as at the end of, and for, such fiscal year, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any matter that has resulted or could reasonably be expected Default. (iv) Orders. Prompt notice of any orders in any material proceedings to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the which Borrower or any of its Subsidiaries Entity Guarantor is a party, issued by any court or regulatory agency, federal or state, and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effectif Lender should so request, a written notice specifying the nature and period copy of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectorder.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause to be furnished to the LenderAdministrative Agent and the Lenders: (Aa) as soon as available and in any event within 120 GAAP Financial Statements: (i) Within 50 days after the end close of each fiscal year of the first three Fiscal Quarters of each Fiscal Year of the Borrower, commencing with the audited Fiscal Quarter ending March 31, 2012, a copy of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries, as of the close of such quarter and the related consolidated statements of income, cash flows and changes in shareholders’ equity for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) and, with respect to Material Subsidiaries (other than RIHL and RIHL II), the related unaudited consolidating balance sheets and statements of income for such period and accompanied by the certification of the chief executive officer, chief financial officer, treasurer or controller of the Borrower that all such financial statements are complete and correct in all material respects and present fairly in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) the financial position and results of operations of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year Fiscal Quarter and for the period then ended. (ii) Within 95 days after the close of each Fiscal Year, a copy of the annual financial statements of the Borrower and its Subsidiaries, consisting of audited consolidated balance sheet, statements of income, cash flows and common changes in shareholders’ equity of the Borrower and its consolidated Subsidiaries for such fiscal yearequity, setting forth which financial statements shall be prepared in each case in comparative form the corresponding figures for the preceding fiscal yearaccordance with GAAP, all in reasonable detail and accompanied by a report or opinion (which shall not be qualified certification without material qualification by reason of any limitations imposed the independent certified public accountants regularly retained by the Borrower) , or any other firm of an independent certified public accounting firm accountants of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, Borrower and reasonably acceptable to the effect Required Lenders that all such audited financial statements are complete and correct in all material respects and present fairly, fairly in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year Fiscal Year and their consolidated results of operations and for the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period then ended and, with respect to Material Subsidiaries (other than the last quarterly period) in each fiscal year of the BorrowerRIHL and RIHL II), the condensed consolidated unaudited consolidating balance sheet of the Borrower sheets and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for that part of the fiscal year ended with such quarterly periodincome, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period of the preceding fiscal yearprevious Fiscal Year, all which consolidating financial statements shall be prepared in reasonable detail and certified by a principal financial officer of the Borrower subject to normal year-end adjustments;accordance with GAAP. (Ciii) immediately upon a senior officer in the Borrower’s finance department becoming aware of (iOn each date that financial statements are delivered pursuant to Section 6.1(a)(i) the existence of a Default or an Event of Default; and (ii) ), a schedule in form and substance satisfactory to the Administrative Agent setting forth claims schedule detail with respect to claims of $20,000,000 or more under any matter that has resulted single policy and claims aggregating $100,000,000 or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant more with respect to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties of the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectsingle event.

Reports, Certificates and Other Information. The Borrower shall furnish Furnish or cause to be furnished to the LenderAdministrative Agent and the Lenders: (Aa) as soon as available and in any event within 120 GAAP Financial Statements: (i) Within 45 days after the end close of each fiscal year of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the audited unaudited consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries, as of the close of such quarter and the related consolidated and consolidating statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) and accompanied by the certification of the chief executive officer, chief financial officer, treasurer or controller of the Borrower that all such financial statements are complete and correct and present fairly in all material respects accordance with GAAP (subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated) the consolidated results of operations and cash flows of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year Fiscal Quarter and for the period then ended. (ii) Within 90 days after the close of each Fiscal Year, (A) a copy of the annual audited consolidated financial statements of income, cash flows and common shareholders’ equity of the Borrower and its Subsidiaries, consisting of consolidated Subsidiaries for such fiscal yearbalance sheets and consolidated statements of income and retained earnings and cash flows, setting forth in comparative form in each case in comparative form the corresponding consolidated figures for the preceding fiscal yearprevious Fiscal Year, all which financial statements shall be prepared in reasonable detail and accompanied accordance with GAAP, certified without material qualification by a report or opinion (which shall not be qualified by reason of any limitations imposed the independent certified public accountants regularly retained by the Borrower) , or any other firm of an independent certified public accounting firm accountants of recognized national standing selected by the Borrower, which shall be prepared in accordance with generally accepted auditing standards relating to reporting, Borrower and reasonably acceptable to the effect Administrative Agent that all such financial statements are complete and correct and present fairly, fairly in all material respects in accordance with GAAP consistently applied (except for changes in which such accountants concur), the consolidated financial condition of position and the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and their consolidated results of operations and the consolidated cash flows for such fiscal year; (B) as soon as available and in any event within 90 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year of the Borrower, the condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarterly period and the condensed consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year and for that part the period then ended and (B) a copy of the fiscal year ended with such quarterly period, setting forth in each case in comparative form the corresponding figures consolidating balance sheets and consolidating statements of income and retained earnings and cash flows for the corresponding period Borrower and its Subsidiaries as of the preceding fiscal yearend of such Fiscal Year, all in reasonable detail and certified accompanied by a principal the certificate of the chief executive officer, chief financial officer officer, treasurer or controller of the Borrower subject to normal year-end adjustments; (C) immediately upon a senior officer that all such consolidating financial statements are complete and correct and present fairly in all material respects the Borrower’s finance department becoming aware results of (i) the existence of a Default or an Event of Default; operations and (ii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, without limitation, (a) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; (b) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable environmental law; and (c) any litigation, investigation or proceeding affecting the Borrower in which the amount involved exceeds $500,000, or in which injunctive relief or similar relief is sought, in the cases of subclauses (ii) (a) through (c) which could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; and (D) promptly after the sending or filing thereof, copies of all reports which the Borrower may from time to time furnish its stockholders. At any reasonable time and from time to time, upon ten (10) Business Days’ prior written notice, the Borrower shall permit the Lender or any agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of and visit the properties cash flows of the Borrower and any of its Subsidiaries, and to discuss as at the affairs, finances and accounts of the Borrower and any of its Subsidiaries, in each case to the extent regarding this Credit Agreement, (i) with any of the Borrower’s senior officers or any of the Borrower’s officers within the Borrower’s finance department and (ii) with the Borrower’s independent public accounting firm, in the presence of one or more officers of the Borrower if so requested by the Borrower (it being understood that information obtained by the Lender pursuant to this Section shall be kept confidential except to the extent any such information becomes public or is required to be disclosed by law or requested to be disclosed by any Governmental Authority); provided that none of the Lender and the agents and representatives thereof shall be entitled to examine or make copies of or abstracts from the records of the Borrower or any Subsidiary if the Borrower shall be advised by counsel, in good faith, that the examination, copying or abstracting end of such information or material could result in a waiver of any attorney-client privilege relating to such information or material or otherwise compromise Fiscal Year and for the Borrower’s or a Subsidiary’s position in any litigation, investigation or other legal proceeding to which the Borrower or any Subsidiary is a party or is subjectperiod then ended.