Common use of Financial Information, Reports, Notices, etc Clause in Contracts

Financial Information, Reports, Notices, etc. Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31, 2007, (i) a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q); (b) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, and in any event within ten days, after becoming aware of the occurrence of any Default or Event of Default, a statement of a Financial Officer of Borrower setting forth reasonable details of such Default or Event of Default and the action which Borrower has taken and proposes to take with respect thereto; (g) promptly, and in any event within ten Business Days, after (i) the occurrence of any adverse development with respect to any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative Agent, copies of all documentation relating thereto; (h) promptly after the sending or filing thereof, copies of all reports, registration statements or other materials (including affidavits with respect to reports) which Holdco or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (i) promptly upon becoming aware of the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. Borrower Holdings will furnish, or will cause to be furnished, to furnish the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 thirty (30) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31calendar month, 2007, (i) a an unaudited consolidated balance sheet of Borrower Holdings and its Subsidiaries as of the end of such Fiscal Quarter month and consolidated statements of earnings income and cash flow of Borrower Holdings and its Subsidiaries for such Fiscal Quarter and applicable period, including (in each case), in comparative form the figures for the same period in corresponding month in, and year to date portion of, the prior immediately preceding Fiscal Year and as provided in the budget delivered pursuant to clause (e) below for the period commencing at the end of the previous current Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Year, certified as complete and correct by a Financial the chief financial or accounting Authorized Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance Holdings (subject to normal year-end audit adjustments) together with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably evidence satisfactory to the Administrative Agent, Agent (acting on the instructions of the financial condition and results of operations Majority Lenders acting reasonably) that the Credit Parties were in compliance with Section 8.4(a) for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)calendar month; (b) as soon as available and in any event within forty-five (x45) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of each Fiscal Year 2006 Quarter (it being agreed that Borrower shall furnish including the last Fiscal Quarter of each Fiscal Year), an unaudited management accounts in the form of a consolidated balance sheet of Borrower Holdings and its Subsidiaries as of the end of such Fiscal Year Quarter, and consolidated statements of earnings income and cash flow of Borrower Holdings and its Subsidiaries for such period, including (in each case), in comparative form the figures for the corresponding Fiscal Year Quarter in, and year to date portion of, the Administrative Agent and the Lenders within 105 days after the end of such immediately preceding Fiscal Year, certified as complete and correct by the chief financial or accounting Authorized Officer of Holdings and its Subsidiaries (subject to normal year-end audit adjustments); (c) (i) as soon as available and in any event within one hundred twenty (y120) 105 days after the end of each Fiscal Year of Borrower thereafterYear, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a an unaudited consolidated balance sheet of Borrower Holdings and its Subsidiaries as of the end of such Fiscal Year Year, and the related unaudited consolidated statements of earnings income and cash flow of Borrower Holdings and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenuesYear, assets and EBITDA setting forth in comparative form the figures for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such immediately preceding Fiscal Year, certified as compared to amounts for complete and correct by the previous Fiscal Year chief financial or accounting Authorized Officer of Holdings and budgeted amounts its Subsidiaries; and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable available and in any event no later than 45 within one hundred twenty (120) days after the end of each Fiscal Year, commencing with a copy of the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet of Holdings and its Subsidiaries, and the related consolidated statements of projected operations income and cash flow of Holdings and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited (without any Impermissible Qualification) by independent public accountants acceptable to the Agent, which shall include a calculation of the financial covenants set forth in Section 8.4 and stating that, in performing the examination necessary to deliver the audited financial statements of Holdings, no knowledge was obtained of any Event of Default; (d) concurrently with the delivery of the financial information required to be delivered pursuant to clauses (b) and (c) above for each Fiscal Quarter and each Fiscal Year, a Compliance Certificate, executed by the chief financial or accounting Authorized Officer of Holdings, (i) showing compliance with the financial covenants set forth in Section 8.4 and stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that Holdings or any of its Subsidiaries has taken or proposes to take with respect thereto), (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.8) and (iii) including a list of all Immaterial Subsidiaries and setting forth in reasonable detail the Net Sales and Assets, in each case, attributable to each such Immaterial Subsidiary for the applicable Measurement Period; (e) as soon as available and in any event within thirty (30) days after the end of each Fiscal Year, an annual budget, a business plan and financial forecasts of Holdings and its Subsidiaries for the then current Fiscal Year of Holdings, in form and substance as approved by the board of directors (or equivalent) of Holdings, which shall include a projection of income and a projected cash flow statement for each Fiscal Quarter in such Fiscal Year and a projected balance sheet as of the end of and for each Fiscal Quarter during in such Fiscal Year); , in each case prepared in reasonable detail, with appropriate presentation and discussion (ein reasonable detail) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books principal assumptions upon which such budgets and projections are based, which shall be accompanied by the statement of Holdco or any an Authorized Officer of its Subsidiaries Holdings to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by such accountants, including any final the management letters submitted by such accountants to management in connection with their annual auditof Holdings for the respective periods covered thereby; (f) promptly, as soon as possible and in any event within ten days, three (3) Business Days after becoming aware Holdings obtains knowledge of the occurrence of any Default or Event of a Default, a statement of a Financial an Authorized Officer of Borrower Holdings setting forth reasonable details of such Default Default, event or Event of Default occurrence and the action which Borrower Holdings has taken and proposes to take with respect thereto; (g) promptly, as soon as possible and in any event within ten three (3) Business Days, Days after Holdings obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action action, proceeding or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect labor controversy described in Schedule 6.7(a) and in the following clause (ii) or (ii) the commencement of any litigation, action action, proceeding or proceeding against a Loan Party labor controversy of the type and materiality described in Section 6.7 or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect alleging potential or that disputes, or seeks to invalidate, the legality, validity or enforceability actual violations of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebyHealthcare Laws, notice thereof and, to the extent requested by the Administrative AgentAgent or any Lender requests, copies of all documentation relating thereto; (h) as soon as possible and in any event within three (3) Business Days after Holdings obtains knowledge of any return, recovery, dispute or claim related to any Product or inventory that involves more than $1,500,000, written notice thereof from an Authorized Officer of Holdings which notice shall include any statement setting forth details of such return, recovery, dispute or claim; (i) as soon as possible and in any event within three (3) Business Days after becoming aware of the occurrence of any ERISA Event which could reasonably be expected to result in the incurrence by a Credit Party or any of its Subsidiaries of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto, written notice thereof from an Authorized Officer of Holdings, which notice shall include a statement setting forth details of such events; (j) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements or other materials (including affidavits with respect to reports) which Holdco any Credit Party or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (ik) promptly upon becoming aware of the taking of any specific actions by Holdcoreceipt thereof, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; “management letters” (jor equivalent) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) submitted to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco Holdings or any of its Subsidiaries by the independent public accountants referred to in Section 7.1(c) in connection with each audit made by such accountants; and (l) such other financial and other information as the Agent or any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and request (m) including information and reports in such detail as the Agent or any Lender may request with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements terms of and information provided pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Compliance Certificate).

Financial Information, Reports, Notices, etc. Borrower Holdings will furnish, or will cause to be furnished, furnish to the Administrative Agent (and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative AgentAgent will make available to each Lender) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing (or if Holdings is required to file such information on a Form 10-Q with the SEC, promptly following such filing, but in no event later than 45 days after the end of the applicable Fiscal Quarter ending March 31Quarter, 2007unless Holdings obtains an extension of its Form 10-Q filing date as permitted under the Exchange Act, (i) a in which case, such information will be provided contemporaneously with such filing and in any event no later than the expiration date of such extension), an unaudited consolidated balance sheet of Borrower Holdings and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow income of Borrower Holdings and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year consolidated statements of income and cash flows of Holdings and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter Quarter, and including (including a note with a consolidated statement of revenues, assets and EBITDA for in each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)case), certified by a Financial Officer of Borrower as fairly presenting in all material respects comparative form the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to figures for the Administrative Agent, of the financial condition and results of operations for such corresponding Fiscal Quarter in, and year to date portion of, the then elapsed portion of the immediately preceding Fiscal Year, certified as compared complete and correct by the chief financial or accounting Responsible Officer of Holdings (subject to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10normal year-Qend audit adjustments); (b) as soon as available and in any event within (x) 120 90 days after the end of each Fiscal Year (or such earlier time as Borrower may be if Holdings is required to file such information on a Form 10-K with the SEC) , promptly following such filing, but in no event later than 90 days after the end of the applicable Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts Year, unless Holdings obtains an extension of its Form 10-K filing date as permitted under the Exchange Act, in which case, such information will be provided contemporaneously with such filing and in any event no later than the form expiration date of such extension), a copy of the consolidated balance sheet of Borrower Holdings and its Subsidiaries as of Subsidiaries, and the end of such Fiscal Year and related consolidated statements of earnings income and cash flow of Borrower Holdings and its Subsidiaries for such Fiscal Year to Year, setting forth in comparative form the Administrative Agent and figures for the Lenders within 105 days after the end of such immediately preceding Fiscal Year, which (i) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified shall be audited (without any Impermissible Qualification) by an independent certified public accounting firm accountants reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statements, (iii) shall be accompanied by a narrative report and management’s discussion and analysis, in from such accountants including a form reasonably satisfactory to the Administrative Agent, calculation of the financial condition covenants set forth in Section 7.04 and results stating that, in performing the examination necessary to deliver the audited financial statements of operations of Borrower for such Fiscal YearHoldings, as compared to amounts for of the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement date of income items and Consolidated EBITDA delivery, no knowledge was obtained of Borrower for such Fiscal Yearany Event of Default, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K)except as specified therein; (c) concurrently with the delivery of the financial information pursuant to clauses (a) and (b) (commencing with the delivery of the financial information pursuant to clause (b) for the Fiscal Year ending December 31, 2011), a Compliance Certificate, executed by the chief financial or accounting Responsible Officer of Holdings, (i) showing compliance with the financial covenants set forth in Section 7.04 and stating that (x) no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that Holdings or a Loan Party has taken or proposes to take with respect thereto and (y) no change in the generally accepted accounting principles used in the preparation of the financial statements provided pursuant to Section 5.01(aSections 6.01(a) or (b) has occurred (or if such a change has occurred, Holdings shall provide a statement of reconciliation conforming such financial statements to GAAP), (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 6.08), (iii) indicating (x) the amounts of any Net Cash Proceeds to be applied pursuant to Section 2.05(b) and (y) in the case of any Net Cash Proceeds in respect of a Disposition or Casualty Event, the amounts of any such proceeds being retained by the applicable Loan Party pursuant to Section 2.05(b)(ii) and the time period within which such proceeds are to be, or were, applied, (iv) indicating any changes to the Schedules to any Security Agreement provided pursuant to the terms of such Security Agreement, (v) providing the information required with respect to Motor Vehicles required under Section 5.6(a) of the Security Agreement and (vi) in the case of a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of delivered concurrently with the financial ratios and restrictions contained in the Financial Covenants and information pursuant to the effect thatclause (b), in making the examination necessary for the signing including a calculation of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial CovenantsExcess Cash Flow; (d) as soon as practicable available and in any event no later than 45 days after the end of each Fiscal Yeardate the annual financial statements are delivered pursuant to clause (b), commencing with the beginning of Fiscal Year 2008an annual budget, prepared on a detailed consolidated budget by Fiscal Quarter quarterly basis for such Fiscal Year and containing consolidated projected financial statements (including a projected consolidated balance sheet sheets and related consolidated statements of projected operations and cash flow as flows) of Holdings and its Subsidiaries, in substantially the form of the end of and for each Fiscal Quarter during such Fiscal Year)projections previously delivered to the Administrative Agent; (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, as soon as possible and in any event within ten days, three days after becoming aware Holdings or any other Loan Party obtains knowledge of the occurrence of any Default or Event of a Default, a statement of a Financial Responsible Officer of Holdings or the Borrower setting forth reasonable details of such Default or Event of Default and the action which Borrower Holdings or such Loan Party has taken and proposes to take with respect thereto; (gf) promptly, as soon as possible and in any event within ten Business Days, three days after Holdings or any other Loan Party obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action action, proceeding or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect labor controversy described in Schedule 5.07 or (ii) the commencement of any litigation, action action, proceeding or proceeding against a Loan Party or any labor controversy of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebytype and materiality described in Section 5.07, notice thereof and, to the extent requested by the Administrative AgentAgent requests, copies of all documentation relating thereto; (hg) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements or other materials (including affidavits with respect to reports) which Holdco or any of its Subsidiaries or any of their officers or directors Loan Party files with the SEC or any national securities exchange; (ih) promptly upon becoming aware of (i) the taking occurrence of any specific actions by Holdco, ERISA Event; or (ii) the occurrence of any of its Subsidiaries or any other Person event with respect to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Multiemployer Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of incurrence by any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party ERISA Affiliate of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would that could reasonably be expected to have a Material Adverse Effect, notice thereof and and, to the extent the Administrative Agent requests, copies of all documentation relating thereto; (i) promptly upon receipt thereof, copies of all “management letters” submitted to Holdings or any other Loan Party by the independent certified public accountants referred to in clause (b) in connection with each audit made by such accountants; (j) upon request by promptly following the Administrative Agentmailing or receipt of any notice or report delivered under the terms of the Fixed Rate Notes Indenture or the Senior Note Documents, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party of such notice or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably requestreport; (k) promptlyall PATRIOT Act Disclosures, and in to the extent reasonably requested by the Administrative Agent or any event within five Business Days, notice of any other development that has had a Material Adverse Effect;Lender; and (l) promptly, from time to time, such other financial and other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender or the L/C Issuer through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and request (m) including information and reports in such detail as the Administrative Agent may reasonably request with respect to each Test Period for which a Cure Right will the terms of and information provided pursuant to the Compliance Certificate). Financial statements and other information required to be exerciseddelivered pursuant to Sections 6.01(a), 6.01(b), 6.01(g) and 6.01(j) shall be deemed to have been delivered if such statements and information shall have been posted by Holdings on its website or shall have been posted on the date the financial statements pursuant SEC ▇▇▇▇▇ system, Intralinks or similar site to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail which all of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Lenders have been granted access.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender, the Administrative Agent Issuer and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower commencing (or, if the Borrower is required to file such information on a Form 10-Q with the Fiscal Quarter ending March 31Securities and Exchange Commission, 2007promptly following such filing), (i) a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and Quarter, together with the related consolidated statements of earnings profit and loss and cash flow of Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information the foregoing requirement may be furnished in satisfied by delivery of the form of a Borrower's report to the Securities and Exchange Commission on Form 10-Q), certified by the chief financial Authorized Officer of the Borrower; (b) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 90 days after the end of each Fiscal Year of the Borrower thereafter(or, if the Borrower is required to file such information on a Form 10-K with the Securities and Exchange Commission, promptly following such filing), a copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein a consolidated balance sheet of for the Borrower and its Subsidiaries as of the end of such Fiscal Year and Year, together with the related consolidated statements of earnings profit and loss and cash flow of the Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement it being understood that the foregoing requirement may be satisfied by delivery of revenuesthe Borrower's report to the Securities and Exchange Commission on Form 10-K, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)if any), in each case certified (without any Impermissible Qualification) by an ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or another "Big Six" firm of independent public accounting firm reasonably acceptable to the Administrative Agentaccountants, and concurrently together with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for certificate from such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and accountants to the effect that, in making the examination necessary for the signing of such certificateannual report by such accountants, such Financial Officers they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers they have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that ; (c) together with the delivery of the financial information required pursuant to clauses (a) and (b), a Compliance Certificates delivered Certificate, in respect substantially the form of periods prior Exhibit E, executed by the chief financial Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing Agents) compliance with the Financial Covenantsfinancial covenants set forth in Section 7.2.4; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, possible and in any event within ten days, five Business Days after becoming aware obtaining knowledge of the occurrence of any each Default, if such Default or Event of Defaultis then continuing, a statement of a Financial the chief financial Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (ge) promptly, as soon as possible and in any event within ten five Business Days, Days after (ix) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 and the action or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected which the Borrower has taken and proposes to have a Material Adverse Effect take with respect thereto or (iiy) the commencement of any labor controversy, litigation, action or action, proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebytype described in Section 6.7, notice thereof and, and of the action which the Borrower has taken and proposes to the extent requested by the Administrative Agent, copies of all documentation relating take with respect thereto; (hf) promptly after the sending or filing thereof, copies of all reports, reports and registration statements (other than exhibits thereto and any registration statement on Form S-8 or other materials (including affidavits with respect to reportsits equivalent) which Holdco the Borrower or any of its Subsidiaries or any of their officers or directors files with the SEC Securities and Exchange Commission or any national securities exchange; (g) as soon as practicable after the chief financial officer or the chief executive officer of the Borrower or a member of the Borrower's Controlled Group becomes aware of (i) promptly upon becoming aware of the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person formal steps in writing to terminate any Pension Plan or (other than a termination pursuant to Section 4041(bii) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in any event with respect to a Lien on the assets of any Loan Party or any Subsidiary thereof or Pension Plan which, in the incurrence by a Loan Party case of any liability(i) or (ii), fine or penalty which would could reasonably be expected to have result in a Material Adverse Effectcontribution to such Pension Plan by (or a liability to) the Borrower or a member of the Borrower's Controlled Group in excess of $5,000,000, (iii) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under section 302(f) of ERISA, (iv) the taking of any action with respect to a Pension Plan which could reasonably be expected to result in the requirement that the Borrower furnish a bond to the PBGC or such Pension Plan or (v) any material increase in the contingent liability of a Loan Party the Borrower with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effectbenefit, notice thereof and copies of all documentation relating thereto; (jh) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, promptly when available and in any event within five Business Days45 days following the last day of each Fiscal Year of the Borrower, notice financial projections for the current Fiscal Year, prepared in reasonable detail by the chief accounting, financial or executive Authorized Officer of any other development that has had a Material Adverse Effectthe Borrower; (li) promptlywithin 30 days after the end of each calendar month, from time to time, a Borrowing Base Certificate that is calculated as of the last day of such calendar month; and (j) such other information respecting the condition or operations, financial or otherwise, of Holdco the Borrower or any of its Subsidiaries as any Lender or the Issuer through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. Borrower Micro will furnish, or will cause to be furnished, to the Administrative Agent and each Lender Party (via Intralinks 1) promptly after filing, copies of each Form 10-K, Form 10-Q, and Form 8-K (or any other method reasonably acceptable respective successor forms) filed with the Securities and Exchange Commission (or any successor authority) or any national securities exchange (including, in each case, any exhibits thereto requested by any Lender Party), and (2) to the Administrative Agentextent not disclosed in such Forms 10-K, Forms 10-Q, and Forms 8-K (or respective successor forms) for the applicable period, copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 90 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with Micro, a copy of the annual audit report for such Fiscal Quarter ending March 31Year for Micro and its Consolidated Subsidiaries, 2007, (i) a including therein consolidated balance sheet sheets of Borrower Micro and its Consolidated Subsidiaries as of the end of such Fiscal Quarter Year and consolidated statements of earnings income, stockholders’ equity and cash flow of Borrower Micro and its Consolidated Subsidiaries for such Fiscal Quarter and Year, setting forth in each case, in comparative form, the figures for the same period preceding Fiscal Year, in the prior Fiscal Year and for the period commencing at the end each case certified (without any Impermissible Qualification, except that (i) qualifications relating to pre-acquisition balance sheet accounts of the previous Fiscal Year and ending with the end Person(s) acquired by Micro or any of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, and (ii) a narrative report and managementstatements of reliance in the auditor’s discussion and analysis, opinion on another accounting firm shall not be deemed an Impermissible Qualification) in a form reasonably manner satisfactory to the Administrative AgentSecurities and Exchange Commission (under applicable United States securities law) by PricewaterhouseCoopers, LLP or its successors or other independent public accountants of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)national reputation; (b) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 60 days after the end of each of the first three Fiscal Periods occurring during any Fiscal Year of Borrower thereafterMicro, a copy of the annual audit report unaudited consolidated financial statements of Micro and its Consolidated Subsidiaries, consisting of (i) a balance sheet as of the close of such Fiscal Period and (ii) related statements of income and cash flows for such Fiscal Period and from the beginning of such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of to the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Period, in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable officer who is an Authorized Person of Micro as to the Administrative Agent(A) being a complete and correct copy of such financial statements which have been prepared in accordance with GAAP consistently applied as provided in Section 1.4, and concurrently with the delivery of the foregoing financial statements, (iB) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of presenting fairly the financial condition position of Micro and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and its Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K)Subsidiaries; (c) concurrently with at the time of delivery of each financial statements pursuant to Section 5.01(astatement required by clause (a) or (b) above (or Form 10-Q or 10-K in lieu thereof), a Compliance Certificate containing certificate signed by an Authorized Person of Micro stating that no Default has occurred and is continuing (or if a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware and without prejudice to any rights or remedies of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management Lender Party hereunder in connection with their annual audit; (f) promptly, and in any event within ten days, after becoming aware of the occurrence of any Default or Event of Defaulttherewith, a statement of a Financial Officer of Borrower setting forth reasonable details of such Default or Event of Default the nature thereof and the action which Borrower Micro has taken and or proposes to take with respect thereto); (gd) promptlyat the time of delivery of each financial statement required by clause (a) or (b) above (or Form 10-Q or 10-K in lieu thereof), and a Compliance Certificate showing compliance with the financial covenants set forth in any event within ten Business DaysSection 8.2.3; (e) notice of, as soon as possible after (i) the occurrence of any material adverse development with respect to any litigation, action action, proceeding, or proceeding against a Loan Party or any labor controversy disclosed in Item 7.8 (Litigation) of its Subsidiaries thatthe Disclosure Schedule, would reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any labor controversy, litigation, action action, or proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative Agent, copies of all documentation relating theretotype described in Section 7.8; (hf) promptly after the sending or filing thereof, copies of all reports, any registration statements or (other materials (including affidavits with respect than the exhibits thereto and excluding any registration statement on Form S-8 and any other registration statement relating exclusively to reportsstock, bonus, option, 401(k) which Holdco and other similar plans for officers, directors, and employees of Micro or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchangeSubsidiaries); (ig) promptly immediately upon becoming aware of the taking institution of any specific actions steps by Holdco, any of its Subsidiaries Obligor or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA ERISA, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(t) of ERISA, or the taking of any action with respect to a Pension Plan which can be completed without Holdco, could result in the requirement that any of its Subsidiaries Obligor furnish a bond or any ERISA Affiliate having to provide more than $2,500,000 in addition other security to the normal contribution required for the plan year in which termination occurs to make PBGC or such Pension Plan sufficient)Plan, or the occurrence of an ERISA Event which could result any other event with respect to any Pension Plan which, in a Lien on the assets of any Loan Party such case, results in, or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effectresult in, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (jh) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptlysoon as possible, and in any event within five three Business DaysDays after becoming aware of the occurrence of a Default or any inaccuracy in the financial statements delivered pursuant to clause (a) or (b) above if the result thereof is not to present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended, notice a statement of any other development that an Authorized Person of Micro setting forth the details of such Default or inaccuracy and the action which Micro has had a Material Adverse Effecttaken or proposes to take with respect thereto; (li) promptlyin the case of each Borrower, from time to timepromptly following the consummation of any transaction described in Section 8.2.5, a description in reasonable detail regarding the same; and (j) such other information respecting the condition or operations, financial or otherwise, of Holdco each Borrower, or any of its their respective Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. Holdings and the U.S. Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender Agents (via Intralinks or any other method reasonably acceptable for distribution to the Administrative AgentLenders) and to the Syndication Agent copies of the following financial statements, reports, notices and information: (a) (i) as soon as available and in any event within 30 days after the end of each calendar month (other than the last month of a Fiscal Quarter), the unaudited consolidated balance sheets of Holdings as of the end of such calendar month and the related unaudited consolidated statements of income and cash flows of Holdings for such calendar month and for the elapsed portion of the Fiscal Year ended with the end of such calendar month, and including (in each case), in comparative form the figures for the corresponding calendar month in, and year to date portion of, the immediately preceding Fiscal Year and comparable budgeted figures for such period, and (ii) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with Year, the Fiscal Quarter ending March 31, 2007, (i) a unaudited consolidated balance sheet of Borrower and its Subsidiaries Holdings as of the end of such Fiscal Quarter and the related unaudited consolidated statements of earnings income and cash flow flows of Borrower and its Subsidiaries Holdings for such Fiscal Quarter and for the same period in elapsed portion of the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending ended with the end of such Fiscal Quarter Quarter, and including (including a note with a consolidated statement of revenues, assets and EBITDA for in each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)case), in comparative form the figures for the corresponding Fiscal Quarter in, and year to date portion of, the immediately preceding Fiscal Year and comparable budgeted figures for such period, in each case certified by a Financial the chief financial or accounting Authorized Officer of Borrower as Holdings that they present fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, financial position of Holdings as of the financial condition date indicated and the results of its operations and changes in its cash flows for such Fiscal Quarter the periods indicated, subject to normal year-end audit adjustments and the then elapsed portion absence of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)footnotes; (b) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 90 days after the end of each Fiscal Year, commencing with a copy of the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet of Holdings and the related consolidated statements of projected operations income and cash flow flows of Holdings for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year and comparable budgeted figures for such period in each case audited (without any Impermissible Qualification) by a nationally recognized accounting firm or other independent public accountants reasonably acceptable to the Agents, which shall include a separate report from such independent public accountants that in connection with their audit, nothing came to the attention of such accountants that Holdings and its Subsidiaries were not in compliance with the terms, covenants, provision and conditions of Section 7.2.4 insofar as they relate to accounting matters (including the application of accounting terms in connection with the covenants set forth in Section 7.2.4); provided, however, that in the event that such independent public accountants cannot provide such negative assurances due to matters of firm or accounting policy unrelated to the Holdings and its Subsidiaries, Agent will cooperate with the U.S. Borrower in directing such independent public accountants to provide alternative advice which shall satisfy the requirements of this Section 7.1.1(b); (c) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the unaudited consolidated balance sheet of the Canadian Borrower as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of the Canadian Borrower for such Fiscal Quarter and for the elapsed portion of the Fiscal Year ended with the end of such Fiscal Quarter, and including (in each case), in comparative form the figures for the corresponding Fiscal Quarter in, and year to date portion of, the immediately preceding Fiscal Year, in each case certified by the chief financial or accounting Authorized Officer of the Canadian Borrower that they present fairly in all material respects in accordance with GAAP the financial position of the Canadian Borrower as of the date indicated and the results of its operations and changes in its cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes; (d) as soon as available and in any event within 90 days after the end of each Fiscal Quarter during Year, a copy of the unaudited consolidated balance sheet of the Canadian Borrower and the related consolidated statements of income and cash flows of the Canadian Borrower for such Fiscal Year), setting forth in comparative form the figures for the immediately preceding Fiscal Year; (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection concurrently with each annual, interim or special audit the delivery of the books financial information pursuant to clauses (a)(ii) and (b) of Holdco this Section 7.1.1, a Compliance Certificate, executed by the chief financial or any accounting Authorized Officer of its Subsidiaries made by Holdings, showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such accountants, including any final management letters submitted by such accountants Default and the action that the applicable Obligor has taken or proposes to management in connection take with their annual auditrespect thereto); (f) promptly, as soon as available and in any event within ten days60 days after the end of each Fiscal Year, capital and operating budgets for Holdings, in form and scope customarily prepared by management for its internal use and consistent with past practice prepared by Holdings (and approved by the Board of Directors of Holdings) for each calendar month of the succeeding Fiscal Year prepared in reasonable detail with discussion of the principal assumptions upon which such budgets are based; (g) as soon as possible and in any event within three Business Days after becoming aware any officer of any Obligor obtains knowledge of the occurrence of any Default or Event of a Default, a statement of a Financial an Authorized Officer of Holdings or the U.S. Borrower setting forth reasonable details of such Default or Event of Default and the action which Borrower such Obligor has taken and proposes to take with respect thereto; (gh) promptly, as soon as possible and in any event within ten three Business Days, Days after (i) the occurrence any officer of any adverse development with respect to Obligor obtains knowledge of the commencement of any litigation, action action, proceeding or labor controversy or of an adverse development in any existing litigation, action, proceeding against a Loan Party or any of its Subsidiaries that, would labor controversy which could reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebyEffect, notice thereof and, to the extent requested by any of the Administrative AgentAgents or the Syndication Agent requests, copies of all material and non-privileged documentation relating thereto; (hi) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements or other materials (including affidavits with respect to reports) which Holdco or any of its Subsidiaries or any of their officers or directors Obligor files with the SEC or any national securities exchange; (ij) promptly upon as soon as possible and in any event within three Business Days of any officer of any Obligor becoming aware of any of the following which, individually or in the aggregate, could reasonably be expected to result in liabilities to Holdings or any of its Subsidiaries in excess of $5,000,000 or a Material Adverse Effect: (i) the institution of any steps by any Person to terminate any U.S. Pension Plan or Canadian Pension Plan, (ii) the failure to make a required contribution to any U.S. Pension Plan or Canadian Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or under any applicable pension benefits laws of any jurisdiction, (iii) the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person action with respect to terminate any a U.S. Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Canadian Pension Plan sufficient), or the occurrence of an ERISA Event which could result in the requirement that any Obligor furnish a Lien on bond or other security to the assets PBGC or any applicable regulatory authority or such U.S. Pension Plan or Canadian Pension Plan, (iv) the complete or partial withdrawal of any Loan Party of Holdings, the U.S. Borrower or any Subsidiary thereof member of the Controlled Group from a U.S. Multiemployer Plan or notification that a U.S. Multiemployer Plan is in reorganization, or (v) the occurrence of any event with respect to any U.S. Pension Plan or Canadian Pension Plan which could result in the incurrence by a Loan Party any Obligor of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effectpenalty, notice thereof and copies of all documentation relating thereto; (jk) promptly upon request receipt thereof, copies of all final "management letters" submitted to any Obligor by the Administrative Agent, copies of: independent public accountants referred to in clause (ib) in connection with each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed audit made by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effectaccountants; (l) promptlypromptly following the mailing or receipt of any notice or report delivered under the terms of any Subordinated Debt with respect to a breach or default thereunder, from time to time, copies of such notice or report; and (m) such other financial and other information respecting as the condition or operationsRequired Lenders, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agents or the Syndication Agent may from time to time reasonably request, subject and, in the event a Default has occurred and is continuing or in the event a Lender or Issuer has not had an opportunity to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the request such other financial statements or other information pursuant to a bank meeting or visit referred to in Section 5.01(a) 7.1.5 or (b) have been, or should have been, delivered for the applicable fiscal otherwise in any 90-day period, Borrower shall deliver together with such other financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) other information as such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Lender or Issuer may reasonably request.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent (for distribution to the Issuer and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative AgentLender) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31, 2007Borrower, (i) a unaudited consolidated balance sheet sheets of Borrower and its Subsidiaries the Consolidated Group as of the end of such Fiscal Quarter and unaudited consolidated statements of earnings operations and cash flow of Borrower and its Subsidiaries the Consolidated Group for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Quarter, certified by a an Authorized Financial Officer of Borrower as fairly presenting in all material respects the financial positionrespects, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied(subject to year-end audit adjustments), the financial position and results of operations of the Consolidated Group covered thereby as of the date thereof, and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, analysis of the important operational and financial condition and results of operations for developments during such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)Quarter; (b) as soon as available and in any event within (x) 120 90 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of each Fiscal Year 2006 of the Borrower, (it being agreed that Borrower shall furnish unaudited management accounts in i) a copy of the form of a annual audited financial statements for such Fiscal Year for the Consolidated Group, including therein consolidated balance sheet sheets of Borrower and its Subsidiaries the Consolidated Group as of the end of such Fiscal Year and consolidated statements of earnings operations and cash flow of Borrower and its Subsidiaries the Consolidated Group for such Fiscal Year to Year, in each case as audited (without any Impermissible Qualification) by Deloitte & Touche LLP or other nationally recognized independent public accountants and (ii) management’s discussion and analysis of the Administrative Agent important operational and the Lenders financial developments during such Fiscal Year; (c) as soon as available and in any event within 105 60 days after the end of such each of the first three Fiscal Year) Quarters of each Fiscal Year of the Consolidated Group and (y) 105 within 120 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b)Group, a Compliance Certificate containing a computation Certificate, executed and certified by an Authorized Financial Officer of the Borrower, showing (in reasonable detail ofdetail, including with respect to appropriate calculations and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing computations) compliance with the Financial Covenantsfinancial covenants set forth in Section 7.2.4 (including reconciliation to GAAP, if applicable); (d) as soon as practicable promptly after preparation, and in any event no later than 45 forty-five (45) days after the last day of each the first three Fiscal Quarters of each Fiscal Year of the Consolidated Group and within 90 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end Consolidated Group, with respect to each Property, (i) certified Property report(s) by an Authorized Officer of Borrower, setting forth in reasonable detail the date acquired, location, appraised value, real estate taxes, insurance, gross revenues, FF&E Reserves, and EBITDA, and (ii) monthly or quarterly operating statements for each Fiscal Quarter during of the Properties which shall detail the revenues, expenses, Net Operating Income, average daily room rate, occupancy levels, Capital Expenditures, and revenue per available room for each of the Properties, in each case for the period then ended and (iii) with respect to each Borrowing Base Property, the foregoing information together with Borrower’s certification that such Fiscal Year)Property continues to satisfy all requirements for a “Borrowing Base Property” hereunder; (e) promptly upon receipt thereofreceipt, in the case of the Unconsolidated Subsidiaries, copies of all material written final reports submitted such financial statements, statements of operations and cash flow, balance sheets, and similar financial information received with respect to Holdco or any Unconsolidated Subsidiary, it being acknowledged and agreed that Borrower by independent certified public accountants shall exercise reasonable efforts to obtain the materials and information described in collection clauses (a)-(c) above with respect to each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual auditUnconsolidated Subsidiary as soon as reasonably practicable; (f) promptly, and in any event within ten days, seven (7) Business Days after becoming aware any Responsible Officer of the Borrower obtains knowledge of the occurrence of any a Default or an Event of Default, a statement of a Financial an Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (g) promptlywritten notice, promptly and in any event within ten seven (7) Business Days, Days after any Responsible Officer of the Borrower obtains knowledge of (ix) the occurrence of any material adverse development with respect to any litigationthe Borrower, action or proceeding against a Loan Party Guarantor or any of its Subsidiaries thatBorrowing Base Property, would reasonably be expected to have a Material Adverse Effect or (iiy) the commencement of any litigation, action action, proceeding, hotel management or proceeding against a Loan Party or any of its Subsidiaries that would labor controversy which could reasonably be expected to have a material adverse effect on any Borrowing Base Property or which could reasonably be expected to result in a Material Adverse Effect or that disputesEffect, or seeks (z) the occurrence of any development or circumstance with respect to invalidateany litigation, action, proceeding, hotel management or labor controversy which could reasonably be expected to have a material adverse effect on any Borrowing Base Property or which could reasonably be expected to result in a Material Adverse Effect; (i) as soon as available (but the Borrower will use reasonable efforts to deliver on or before December 31 of each Fiscal Year), a preliminary annual operating budget and capital expenditure schedule for each Property for the following Fiscal Year, (ii) as soon as available, and in any event on or before March 1 of each Fiscal Year, the legalityfinal annual operating budget and Capital Expenditure schedule for each Property for the such Fiscal Year, validity or enforceability in each case satisfactory to Administrative Agent as to form, and (iii) within 45 days after June 30 and December 31, a statement containing a listing of all Development Properties and other Properties then undergoing significant rehabilitation; (i) promptly upon filing thereof, copies of any provision of this Agreement reports filed on Forms 10-K, 10-Q, and 8-K, effective registration statements filed on Forms ▇-▇, ▇-▇, ▇-▇, ▇-▇ or S-11, and any other Loan Document proxy statements, as well as any substitute or similar documents to substantially the transactions contemplated hereby or therebysame effect as the foregoing, notice thereof andincluding, to the extent requested by the Administrative Agent, copies of all documentation relating the schedules and exhibits thereto, in such each case as filed with the SEC by the Consolidated Group (other than immaterial amendments to any such registration statement); (hj) promptly after the sending or filing transmission thereof, copies of all reportsany notices or reports that the Consolidated Group shall send to the holders of any publicly issued debt of the Consolidated Group; (k) promptly after a Responsible Officer of Borrower obtains knowledge of the occurrence of any ERISA Event (but in no event more than ten (10) days after a Responsible Officer of Borrower obtains knowledge of such ERISA Event), registration statements or other materials (including affidavits notice thereof together with a copy of any notice with respect to reportssuch event that is filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Consolidated Group or any ERISA Affiliate with respect to such event; (l) promptly when available and in any event within sixty (60) Business Days after the last day of each Fiscal Year of the Borrower, a budget for the then current Fiscal Year of the Borrower as customarily prepared by the management of the Borrower for its internal use, which Holdco budget shall be prepared on a Fiscal Quarter basis and shall set forth the principal assumptions on which such budget is based; (m) promptly after obtaining knowledge of any one or more of the following environmental matters, unless such environmental matters could not, either individually or when aggregated with all other such matters, be reasonably expected to affect a Borrowing Base Property or to result in a Material Adverse Effect, written notice of: (i) any pending or threatened Environmental Claim against the Guarantor, Borrower or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchangeReal Estate; (iii) promptly upon becoming aware any condition or occurrence on any Real Estate that (x) results in noncompliance by the Consolidated Group with any applicable Environmental Law or (y) could reasonably be anticipated to form the basis of an Environmental Claim against the taking of any specific actions by Holdco, Borrower or any of its Subsidiaries or any other Person Real Estate; (iii) any condition or occurrence on any Real Estate that could reasonably be anticipated to terminate cause such Real Estate to be subject to any Pension Plan restrictions on the ownership, occupancy, use or transferability of such Real Estate under any Environmental Law; and (other than a termination pursuant to Section 4041(biv) the taking of ERISA which can be completed without Holdco, any of its Subsidiaries removal or any ERISA Affiliate having to provide more than $2,500,000 remedial action in addition response to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), actual or the occurrence of an ERISA Event which could result in a Lien on the assets alleged presence of any Loan Party Hazardous Material on any Real Estate. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or any Subsidiary thereof removal or in remedial action and the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating Borrower’s response thereto; (jn) upon request by no later than the Administrative AgentClosing Date, copies of: (i) of the pro forma consolidated financial statements of the Consolidated Group, including therein a pro forma consolidated balance sheet of the Consolidated Group and pro forma consolidated statements of operations and cash flow of the Consolidated Group, in each Schedule B (Actuarial Information) case as of December 31, 2006, and certified by an Authorized Financial Officer of the Borrower, giving effect to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with consummation of the Internal Revenue Service with respect to each Pension Plan; (ii) transaction and reflecting the proposed capital structure of the Borrower after giving effect to the extent available, the most recent actuarial valuation report for each Pension Plantransaction; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request;and (ko) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco the Consolidated Group as the Administrative Agent, or any of its Subsidiaries as any Lender the required Lenders through the Administrative Agent Agent, may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation request in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04writing.

Financial Information, Reports, Notices, etc. Borrower Holdings will furnish, or will cause to be furnished, furnish to the Administrative Agent (and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative AgentAgent will make available to each Lender) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year (or (i) if Holdings is required to file such information on a Form 10-Q with the SEC, promptly following such filing or (ii) in the case of Borrower commencing with the Fiscal Quarter ending ended March 31, 2007, (i) a on or prior to July 1, 2007), an unaudited consolidated balance sheet of Borrower Holdings and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings income and cash flow of Borrower Holdings and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenueswhich, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess case of $10 million))the Fiscal Quarter ending June 30, certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position2007, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, shall be in a form reasonably satisfactory to the Administrative Agent, of consistent with the financial condition and results of operations statements provided by Swift Nevada on its Form 8-K for such the Fiscal Quarter ended March 31, 2007), and including (in each case), in comparative form the then elapsed figures for the corresponding Fiscal Quarter in, and year to date portion of of, the immediately preceding Fiscal Year, certified as compared complete and correct by the chief financial or accounting Authorized Officer of Holdings (subject to normal year-end audit adjustments); provided that, with respect to the comparable periods in the previous Fiscal Year and budgeted amounts and financial information required under this clause (iiia) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Yearperiod ending June 30, showing variance2007 which was not otherwise provided as set forth above, by dollar amount and percentagesuch financial information will be delivered on or before August 29, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)2007; (b) as soon as available within 90 days after the end of each Fiscal Year, a copy of the consolidated balance sheet of Holdings and in any event within (x) 120 days its Subsidiaries, and the related consolidated statements of income and cash flow of Holdings and its Subsidiaries for such Fiscal Year (or such earlier time as Borrower may be if Holdings is required to file such information on a Form 10-K with the SEC) after , promptly following such filing), setting forth in comparative form the end of figures for the immediately preceding Fiscal Year 2006 which (it being agreed that Borrower i) shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified be audited (without any Impermissible Qualification) by an independent public accounting firm accountants reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statements, (iii) shall include a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, calculation of the financial condition covenants set forth in Section 7.2.4 and results state that, in performing the examination necessary to deliver the audited financial statements of operations of Borrower for such Fiscal YearHoldings, as compared to amounts of the date of delivery, no knowledge was obtained of any Event of Default; provided that financial statements for Fiscal Year 2007 will include separate audited statements for IEL for the previous period from January 1, 2007 to the Closing Date, separate audited consolidated financial statements of Swift Nevada and its Subsidiaries for the period from January 1, 2007 to the Closing Date, and consolidated financial statements of Holdings from the Closing Date to December 31, 2007; and provided further that, comparative financial information for Fiscal Year and budgeted amounts and (ii) a management report 2007 to other years will be provided by Holdings in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K)an unaudited pro forma presentation only; (c) concurrently with the delivery of the financial statements information pursuant to clauses (a) and (b) (commencing with the delivery of the financial information pursuant to clause (b) for the Fiscal Year ending December 31, 2007), a Compliance Certificate, executed by the chief financial or accounting Authorized Officer of Holdings, (i) showing compliance with the financial covenants set forth in Section 5.01(a7.2.4 and stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that Holdings or an Obligor has taken or proposes to take with respect thereto), (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8), (iii) indicating (x) the amounts of any Net Disposition Proceeds, Net Casualty Proceeds, Net Equity Proceeds, Net Debt Proceeds or net proceeds to be applied pursuant to clause (i) of Section 3.1.1 and (y) in the case of any Net Disposition Proceeds or Net Casualty Proceeds, the amounts of any such proceeds being retained by the applicable Obligors pursuant to clause (f) of Section 3.1.1 and the time period within which such proceeds are to be applied, (iv) indicating any changes to the Schedules to any Security Agreement provided pursuant to the terms of such Security Agreement, (v) providing the information required with respect to Motor Vehicles required under clause (a)(i) of Section 4.6 of the Pledge and Security Agreement and (vi) in the case of a Compliance Certificate delivered concurrently with the financial information pursuant to clause (b), including a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each calculation of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial CovenantsExcess Cash Flow; (d) as soon as practicable available and in any event no later than 45 days after the end of each Fiscal Yeardate the annual financial statements are delivered pursuant to clause (b), commencing with the beginning of Fiscal Year 2008an annual budget, prepared on a detailed consolidated budget by Fiscal Quarter quarterly basis for such Fiscal Year and containing consolidated projected financial statements (including a projected consolidated balance sheet sheets and related consolidated statements of projected operations and cash flow as flows) of Holdings and its Subsidiaries, in substantially the form of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted projections previously delivered to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, and in any event within ten days, after becoming aware of the occurrence of any Default or Event of Default, a statement of a Financial Officer of Borrower setting forth reasonable details of such Default or Event of Default and the action which Borrower has taken and proposes to take with respect thereto; (g) promptly, and in any event within ten Business Days, after (i) the occurrence of any adverse development with respect to any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative Agent, copies of all documentation relating thereto; (h) promptly after the sending or filing thereof, copies of all reports, registration statements or other materials (including affidavits with respect to reports) which Holdco or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (i) promptly upon becoming aware of the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 30 days after the end of each Fiscal Month, in each case with supporting detail and certified as complete and correct by the chief financial or accounting Authorized Officer of the Borrower (subject to normal year-end audit adjustments), (i) unaudited reports of the Panorama Net Revenue and the Revenue Base for such Fiscal Month and the Liquidity of the Borrower at the end of such Fiscal Month and (ii) beginning with the Fiscal Month of April 2013, unaudited reports of (x) the Panorama Net Revenue and the Revenue Base for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Month, and including in comparative form the figures for the corresponding Fiscal Month in, and the year to date portion of, the immediately preceding Fiscal Year, with supporting detail and certified as complete and correct by the chief financial or accounting Authorized Officer of the Borrower (subject to normal year-end audit adjustments) and (y) the Liquidity of the Borrower for the corresponding Fiscal Month in the preceding Fiscal Year, in comparative form; (b) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Year, 2007, (i) a an unaudited consolidated balance sheet of the Borrower and its the Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings income and cash flow of the Borrower and its the Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter Quarter, and including (including a note with a consolidated statement of revenues, assets and EBITDA in each case) in comparative form the figures for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such corresponding Fiscal Quarter in, and the then elapsed year to date portion of of, the immediately preceding Fiscal Year, certified as compared to complete and correct by the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion chief financial or accounting Authorized Officer of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts Borrower (it being understood that any such information may be furnished in the form of a Form 10subject to normal year-Qend audit adjustments); (bc) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required not later than August 31, 2013, with respect to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts ended December 31, 2012, and as soon as available and in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders any event within 105 days after the end of such Fiscal Year) and (y) 105 120 days after the end of each Fiscal Year of Borrower thereafterbeginning with the Fiscal Year ended December 31, 2013, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year Subsidiaries, and the related consolidated statements of earnings income and cash flow of the Borrower and its the Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenuesYear, assets and EBITDA setting forth in comparative form the figures for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))immediately preceding Fiscal Year, in each case certified audited (without any Impermissible Qualification) by an independent public accounting firm which is (i) registered with the Public Company Accounting Oversight Board (PCAOB) to audit public companies and (ii) reasonably acceptable to the Administrative AgentLender, which shall include a calculation of the financial covenant set forth in Section 8.4 and stating that, in performing the examination necessary to deliver the audited financial statements of the Borrower, no knowledge was obtained of any Event of Default; (d) concurrently with the delivery of the foregoing financial statementsinformation pursuant to clauses (b) and (c), a Compliance Certificate, executed by the chief financial or accounting Authorized Officer of the Borrower, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of showing compliance with the financial condition covenants set forth in Section 8.4 and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood stating that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any no Default or Event of Default that has occurred and is continuing, continuing (or, if such Financial Officers have become aware a Default has occurred, specifying the details of such Default or Event of Default, describing such Default or Event of Default and the stepsaction that the Borrower or any of the Subsidiaries has taken or proposes to take with respect thereto), (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if any, being taken to cure it; provided that a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008Certificate, a detailed consolidated budget statement that such Subsidiary has complied with Section 7.8) and (iii) stating that no real property has been acquired by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as the Borrower or any of the end Subsidiaries since the delivery of and for each Fiscal Quarter during the last Compliance Certificate (or, if any real property has been acquired since the delivery of the last Compliance Certificate, a statement that the Borrower has complied with Section 7.8 with respect to such Fiscal Yearreal property); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, as soon as possible and in any event within ten days, five Business Days after becoming aware the Borrower obtains knowledge of the occurrence of any Default or Event of a Default, a statement of a Financial an Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower or any of the Subsidiaries has taken and or proposes to take with respect thereto; (gf) promptly, as soon as possible and in any event within ten five Business Days, Days after the Borrower obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action action, proceeding or proceeding against a Loan Party or any of its Subsidiaries thatlabor controversy described in Schedule 6.7, would reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action action, proceeding or proceeding against a Loan Party or any labor controversy of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebytype and materiality described in Section 6.7, notice thereof and, to the extent requested by the Administrative AgentLender requests, copies of all documentation relating thereto;, and (iii) any return, recovery, dispute or claim related to Product or finished goods inventory that involves more than $[*]. (g) as soon as possible and in any event within five Business Days after the Borrower obtains knowledge of (i) any written claim that the Borrower, any of the Subsidiaries or one of their ERISA Affiliates has any liability under a Benefit Plan, (ii) any effort to unionize the employee of the Borrower or any Subsidiary, or (iii) written correspondence received from the Internal Revenue Service regarding the qualification of a retirement plan under Section 401(a) of the Code that could reasonably be expected to result in material liability to the Borrower. [*] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (h) promptly after the sending or filing thereof, copies of all material reports, notices, prospectuses and registration statements or other materials (including affidavits with respect to reports) which Holdco the Borrower or any of its the Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (i) promptly upon becoming aware of the taking of any specific actions by Holdcoreceipt thereof, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto“management letters” (or equivalent) submitted to the Borrower or any of the Subsidiaries by the independent public accountants referred to in clause (b) in connection with each audit made by such accountants; (j) upon request by on the Administrative Agentdate that the Borrower furnishes unaudited reports to the Lender pursuant to Section 7.1(a)(i), copies ofduring the pendency of the following patent applications, a report providing an update on the status of the following patent applications, in form satisfactory to Lender: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; [*] and (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request[*]; (k) promptlywithin 45 days after the end of each Fiscal Quarter for the Fiscal Quarter most recently ended, a report listing (i) all Material Agreements entered into during such Fiscal Quarter and (ii) all existing Material Agreements amended or terminated during such Fiscal Quarter, and (iii) revenue recognition audit notes as approved by the Borrower’s chief financial officer with respect to items listed in any event within five Business Days, notice of any other development that has had a Material Adverse Effectclause (i); (l) promptlyas soon as available, from time to timebut in any event not later than January 31 of each calendar year, the Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s board of directors; and (m) such other financial and other information respecting as the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and request (m) including information and reports in such detail as the Lender may request with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements terms of and information provided pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Compliance Certificate).

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and furnish each Lender (via Intralinks or any other method reasonably acceptable to and the Administrative Agent) Agent copies of the following financial statements, reports, notices and information: (ai) as soon as available and in any event within 45 90 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31, 2007, (i) a an unaudited or audited consolidated balance sheet of the Borrower and its the Aircraft Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings income and cash flow of the Borrower and its the Aircraft Subsidiaries for such Fiscal Quarter, and including (in each case) in comparative form (for such comparative form, commencing with the first Fiscal Quarter and that begins one year after the first Advance has been made) the figures for the same period corresponding Fiscal Quarter in the prior immediately preceding Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Year, certified by a Financial the chief financial or accounting Authorized Officer of the Borrower as fairly presenting in all material respects the consolidated financial positioncondition of the Borrower, results of operations and cash flows of Borrower and its Subsidiaries prepared in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory subject to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter normal year-end audit adjustments and the then elapsed portion absence of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Qfootnotes); (bii) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafterYear, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of the Borrower and its the Aircraft Subsidiaries as of on a consolidated basis, and the end of such Fiscal Year and related consolidated statements of earnings income and cash flow of the Borrower and its the Aircraft Subsidiaries on a consolidated basis for such Fiscal Year Year, and including (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified case) in comparative form (for such comparative form, commencing in 2011) the figures for the immediately preceding Fiscal Year, audited (without any Impermissible Qualification) by an KPMG LLP, or at the Borrower’s election, such other independent public accounting firm accountants reasonably acceptable to the Administrative Agent, and concurrently Agent prepared in accordance with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K)GAAP; (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (diii) as soon as practicable and in any event no later than 45 days within three (3) Business Days after the end of each Fiscal YearBorrower, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as Servicer or any Aircraft Subsidiary obtains knowledge of the end occurrence of (A) any Facility Default, Facility Event of Default, Amortization Event or Servicer Replacement Event, (B) Liens with respect to any Collateral other than Permitted Liens, (C) any Lease Default, (D) any extension of any Lease and for each Fiscal Quarter during such Fiscal Year)(E) any Lease Maturity, notice thereof; (eiv) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, as soon as practicable and in any event within ten daysthree (3) Business Days after the Borrower, after becoming aware of the occurrence of any Default or Event of Default, a statement of a Financial Officer of Borrower setting forth reasonable details of such Default or Event of Default and the action which Borrower has taken and proposes to take with respect thereto; (g) promptly, and in any event within ten Business Days, after (i) the occurrence of any adverse development with respect to any litigation, action or proceeding against a Loan Party Servicer or any Aircraft Subsidiary obtains knowledge of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action action, proceeding or proceeding against a Loan Party or any labor controversy of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability type and materiality described in clause (g) of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebySection 6.01, notice thereof and, to the extent requested by the Administrative AgentAgent requests, copies of all documentation relating thereto; (hv) promptly after upon receipt from any Manufacturer, the sending Servicer, any Lessee or filing thereofany Lessee’s insurance carrier or broker, copies of all reportsany material notice, registration statements communication, document or other materials (agreement related to the Collateral including affidavits with respect to reports) which Holdco the Aircraft, Airframes or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange;Engines; and (i) promptly upon becoming aware of the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (ivvi) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, financial and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and request (m) including information and reports in such detail as the Agent may request with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements terms of and information provided pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Monthly Report).

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 30 days after the end of each calendar month, in each case with supporting detail and certified by the chief financial or accounting Authorized Officer of the Borrower as presenting fairly in all material respects the financial condition of the Borrower and the Subsidiaries (subject to normal year-end audit adjustments), unaudited reports of (x) the Revenue Base, Technology Revenue Base and Consolidated EBITDA for the twelve-month period ending on such calendar month (on a month-by-month basis), and including in comparative form the figures for the corresponding calendar month in the immediately preceding Fiscal Year and (y) the Liquidity of the Borrower at the end of such calendar month and at the end of the corresponding calendar month in the preceding Fiscal Year, in comparative form; (b) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters Quarter of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Year, 2007, (i) a an unaudited consolidated balance sheet of the Borrower and its the Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings income and cash flow of the Borrower and its the Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, and including (in each case) in comparative form the figures for the corresponding Fiscal Quarter (including a note with a consolidated statement of revenuesin, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))year to date portion of, the immediately preceding Fiscal Year, certified by a Financial the chief financial or accounting Authorized Officer of the Borrower as presenting fairly presenting in all material respects the financial position, results condition of operations and cash flows of the Borrower and its the Subsidiaries in accordance with GAAP consistently applied, (iisubject to normal year-end audit adjustments) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory (subject to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10normal year-Qend audit adjustments); (bc) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafterbeginning with the Fiscal Year ended December 31, 2018, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year Subsidiaries, and the related consolidated statements of earnings income and cash flow of the Borrower and its the Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenuesYear, assets and EBITDA setting forth in comparative form the figures for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))immediately preceding Fiscal Year, in each case certified audited (without any Impermissible Qualification) by an independent public accounting firm accountants reasonably acceptable to the Administrative Agent, and Lender; (d) concurrently with the delivery of the foregoing financial statementsinformation pursuant to clauses (a), (b) and (c), a Compliance Certificate, executed by the chief financial or accounting Authorized Officer of the Borrower, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of showing compliance with the financial condition covenants set forth in Section 8.4 and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood stating that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any no Default or Event of Default that has occurred and is continuing, continuing (or, if such Financial Officers have become aware a Default has occurred, specifying the details of such Default or Event of Default, describing such Default or Event of Default and the stepsaction that the Borrower or any of the Subsidiaries has taken or proposes to take with respect thereto), (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if any, being taken to cure it; provided that a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008Certificate, a detailed consolidated budget statement that such Subsidiary has complied with Section 7.8), and (iii) stating that no real property has been acquired by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as the Borrower or any of the end Subsidiaries since the delivery of and for each Fiscal Quarter during the last Compliance Certificate (or, if any real property has been acquired since the delivery of the last Compliance Certificate, a statement that the Borrower has complied with Section 7.8 with respect to such Fiscal Yearreal property); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, as soon as possible and in any event within ten days, three days after becoming aware the Borrower obtains knowledge of the occurrence of any Default or Event of a Default, a statement of a Financial an Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower or any of the Subsidiaries has taken and or proposes to take with respect thereto; (gf) promptly, as soon as possible and in any event within ten Business Days, three days after the Borrower obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action action, proceeding or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect labor controversy described in Schedule 6.7(a) or (ii) the commencement of any litigation, action action, proceeding or proceeding against a Loan Party or any labor controversy of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebytype and materiality described in Section 6.7, notice thereof and, to the extent requested by the Administrative AgentLender requests, copies of all documentation relating thereto; (g) as soon as possible and in any event within 30 days after the Borrower obtains knowledge of any return, recovery, dispute or claim related to Product that involves more than $500,000. (h) as soon as possible and in any event within three days after the Borrower obtains knowledge of (i) any claim that the Borrower, any of the Subsidiaries or one of their ERISA Affiliates has actual or potential liability under a Benefit Plan, (ii) any effort to unionize the employees of the Borrower or any Subsidiary, or (iii) correspondence with the Internal Revenue Service regarding the qualification of a retirement plan under Section 401(a) of the Code. (i) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements or other materials (including affidavits with respect to reports) which Holdco the Borrower or any of its the Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (ij) promptly upon becoming aware concurrently with delivery thereof to the board of directors of the taking Borrower or any committees thereof, all notices and any materials delivered to the board of directors of the Borrower or any committees thereof in connection with a meeting of such board or committee, or with any action to be taken by written consent, including drafts of any specific material resolutions or actions proposed to be adopted by Holdcowritten consent, and all minutes of any of its Subsidiaries or such meetings promptly following such meetings; provided that the Borrower may withhold any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition such information and materials to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies ofextent: (i) each Schedule B (Actuarial Information) to access thereto would adversely affect the annual report (Form 5500 Series) filed by any Loan Party attorney-client privilege between the Borrower and its counsel; or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) the Borrower’s board of directors, in the exercise of its fiduciary obligations and with the advice of counsel, determines that it is in the best interest of the Borrower to do so because the Lender or any of its Affiliates has an interest in the subject matter under discussion; in the event the Borrower withholds any such information or materials, the Borrower shall provide to the extent availableLender a reasonable general description, the most recent actuarial valuation report for each Pension Plan; (iii) which shall be true and correct in all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) material respects, of such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably requestwithheld information; (k) promptlypromptly upon receipt thereof, and copies of all “management letters” (or equivalent) submitted to the Borrower or any of the Subsidiaries by the independent public accountants referred to in any event within five Business Days, notice of any other development that has had a Material Adverse Effectclause (c) in connection with each audit made by such accountants; (l) promptlyas soon as possible and in any event by the later of the delivery of the next following Compliance Certificate or 30 days after (i) the Borrower enters into a new Material Agreement or (ii) an existing Material Agreement is amended or terminated; (m) as soon as available, from time to timebut in any event not later than February 15 of each calendar year, the Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by the Borrower’s board of directors; and (n) such other financial and other information respecting as the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and request (m) including information and reports in such detail as the Lender may request with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements terms of and information provided pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Compliance Certificate).

Financial Information, Reports, Notices, etc. The Borrower will furnishfurnish to each Lender, or will cause to be furnished, to the Issuer and the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower commencing (or, if the Borrower is required to file such information on a Form 10-Q with the Fiscal Quarter ending March 31Securities and Exchange Commission, 2007promptly following such filing), (i) a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and Quarter, together with the related consolidated statements statement of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information the foregoing requirement may be furnished in satisfied by delivery of the form of a Borrower’s report to the Securities and Exchange Commission on Form 10-Q), certified by the chief financial Authorized Officer of the Borrower; (b) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of the Borrower thereafter(or, if the Borrower is required to file such information on a Form 10-K with the Securities and Exchange Commission, promptly following such filing), a copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein a consolidated balance sheet of for the Borrower and its Subsidiaries as of the end of such Fiscal Year and Year, together with the related consolidated statements statement of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement it being understood that the foregoing requirement may be satisfied by delivery of revenues, assets the Borrower’s report to the Securities and EBITDA for each NonExchange Commission on Form 10-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)K), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable to the Administrative AgentPricewaterhouseCoopers LLP or another “Big Four” firm, and concurrently together with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for certificate from such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and accountants to the effect that, in making the examination necessary for the signing of such certificateannual report by such accountants, such Financial Officers they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers they have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that ; (c) promptly after the delivery of the financial information required pursuant to clauses (a) and (b), a Compliance Certificates delivered Certificate, executed by the chief financial Authorized Officer of the Borrower, showing (in respect of periods prior reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing Administrative Agent) compliance with the Financial Covenantsfinancial covenants set forth in Section 7.2.4; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, possible and in any event within ten days, three Business Days after becoming aware obtaining knowledge of the occurrence of any Default or Event of each Default, a statement of a Financial the chief financial Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (ge) promptly, as soon as possible and in any event within ten five Business Days, Days after (ix) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.6 and the action or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected which the Borrower has taken and proposes to have a Material Adverse Effect take with respect thereto or (iiy) the commencement of any labor controversy, litigation, action or action, proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebytype described in Section 6.6, notice thereof and, and of the action which the Borrower has taken and proposes to the extent requested by the Administrative Agent, copies of all documentation relating take with respect thereto; (hf) promptly after the sending or filing thereof, copies of all reports, reports and registration statements or other materials (including affidavits with respect to reports) which Holdco the Borrower or any of its Subsidiaries or any of their officers or directors files with the SEC Securities and Exchange Commission or any national securities exchangeexchange or any foreign equivalent; (g) as soon as practicable after the chief financial officer or the chief executive officer of the Borrower or a member of the Borrower’s Controlled Group becomes aware of (i) promptly upon becoming aware of the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person formal steps in writing to terminate any Pension Plan or (other than a termination pursuant to Section 4041(bii) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in any event with respect to a Lien on the assets of any Loan Party or any Subsidiary thereof or Pension Plan which, in the incurrence by a Loan Party case of any liability(i) or (ii), fine or penalty which would could reasonably be expected to have result in a Material Adverse Effectcontribution to such Pension Plan by (or a liability to) the Borrower or a member of the Borrower’s Controlled Group in excess of $5,000,000, (iii) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under section 303(k) of ERISA, (iv) the taking of any action with respect to a Pension Plan which could reasonably be expected to result in the requirement that the Borrower furnish a bond to the PBGC or such Pension Plan or (v) any material increase in the contingent liability of a Loan Party the Borrower with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effectbenefit, notice thereof and copies of all documentation relating thereto; (jh) upon request by promptly following the Administrative Agentdelivery or receipt, copies of: as the case may be, of any material written notice or communication pursuant to or in connection with any Sub Debt Document, a copy of such notice or communication; and (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco the Borrower or any of its Subsidiaries as any Lender through or the Administrative Agent Issuer may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) So long as the Borrower is not a Publicly Reporting Company, as soon as available and in any event within 30 days after the end of each calendar month, in each case with supporting detail and certified as complete and correct by the chief financial or accounting Authorized Officer of the Borrower (subject to normal year-end adjustments, nominal adjustments in non-cash stock-based compensation resulting from completion of, and updates to, Code Section 409A valuations, and except for the absence of footnotes), unaudited reports of (x) the Revenue Base for such calendar month and for the period commencing at the end of the previous Fiscal Year and ending with the end of such calendar month, and including in comparative form the figures for the corresponding calendar month in, and the year to date portion of, the immediately preceding Fiscal Year and (y) the Liquidity of the Borrower at the end of such calendar month and at the end of the corresponding calendar month in the preceding Fiscal Year, in comparative form; (b) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Year, 2007, (i) a an unaudited consolidated balance sheet of the Borrower and its the Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings income and cash flow of the Borrower and its the Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter Quarter, and including (including a note with a consolidated statement of revenues, assets and EBITDA in each case) in comparative form the figures for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such corresponding Fiscal Quarter in, and the then elapsed year to date portion of of, the immediately preceding Fiscal Year, certified as compared complete and correct by the chief financial or accounting Authorized Officer of the Borrower (subject to the comparable periods normal year-end adjustments, nominal adjustments in the previous Fiscal Year non-cash stock-based compensation resulting from completion of, and budgeted amounts updates to, Code Section 409A valuations, and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and except for the then elapsed portion absence of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Qfootnotes); (bc) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 180 days after the end of each Fiscal Year of Borrower thereafterbeginning with the Fiscal Year ended December 31, 2016, a copy of the annual audit report for such Fiscal Year for consolidated balance sheet of the Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and related consolidated statements of earnings income and cash flow of the Borrower and its the Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenuesYear, assets and EBITDA setting forth in comparative form the figures for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))immediately preceding Fiscal Year, in each case certified audited (without any Impermissible Qualification) by an independent public accounting firm accountants reasonably acceptable to the Administrative AgentLender, it being understood that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP are the current auditors of the Borrower and are deemed acceptable to Lender; (d) concurrently with the delivery of the foregoing financial statementsinformation pursuant to clauses (b) and (c), a Compliance Certificate, executed by the chief financial or accounting Authorized Officer of the Borrower, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of showing compliance with the financial condition and results of operations of Borrower for such Fiscal Yearcovenant set forth in Section 8.4, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail ofapplicable, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any stating that no Default or Event of Default that has occurred and is continuing, continuing (or, if such Financial Officers have become aware a Default has occurred, specifying the details of such Default or Event of Default, describing such Default or Event of Default and the stepsaction that the Borrower or any of the Subsidiaries has taken or proposes to take with respect thereto), (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if any, being taken to cure it; provided that a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008Certificate, a detailed consolidated budget statement that such Subsidiary has complied with Section 7.8) and (iii) stating that no real property has been acquired by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as the Borrower or any of the end Subsidiaries since the delivery of and for each Fiscal Quarter during the last Compliance Certificate (or, if any real property has been acquired since the delivery of the last Compliance Certificate, a statement that the Borrower has complied with Section 7.8 with respect to such Fiscal Yearreal property); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, as soon as possible and in any event within ten days, five Business Days after becoming aware the Borrower obtains knowledge of the occurrence of any Default or Event of a Default, a statement of a Financial an Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower or any of the Subsidiaries has taken and or proposes to take with respect thereto; (gf) promptly, as soon as possible and in any event within ten five Business Days, Days after the Borrower obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action action, proceeding or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect labor controversy described in Schedule 6.7(a) or (ii) the commencement of any litigation, action action, proceeding or proceeding against a Loan Party or any labor controversy of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebytype and materiality described in Section 6.7, notice thereof and, to the extent requested by the Administrative AgentLender requests, copies of all documentation relating thereto; (g) as soon as possible and in any event within five Business Days after the Borrower obtains knowledge of any return, recovery, dispute or claim related to Product or inventory that involves more than $500,000. (h) as soon as possible and in any event within five Business Days after the Borrower obtains knowledge of (i) any written or, to its knowledge, other claim that the Borrower, any of the Subsidiaries or one of their ERISA Affiliates has actual or potential liability under a Benefit Plan, (ii) any effort to unionize the employees of the Borrower or any Subsidiary, or (iii) written or, to its knowledge, other correspondence received from the Internal Revenue Service regarding the qualification of a retirement plan under Section 401(a) of the Code. (i) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements or other materials (including affidavits with respect to reports) which Holdco the Borrower or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (i) promptly upon becoming aware , unless, so long as the Borrower is a Publicly Reporting Company, copies of such reports, notices, prospectuses and registration statements are publicly available on the SEC’s ▇▇▇▇▇ system within two Business Days of the taking of any specific actions by Holdco, any of its Subsidiaries sending or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating theretofiling thereof; (j) promptly upon request receipt thereof, copies of all “management letters” (or equivalent) submitted to the Borrower or any of the Subsidiaries by the Administrative Agent, copies of: independent public accountants referred to in clause (ic) in connection with each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed audit made by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably requestaccountants; (k) promptlywithin 45 days after the end of each Fiscal Quarter for the Fiscal Quarter most recently ended, a report listing (i) all Material Agreements entered into during such Fiscal Quarter and in any event within five Business Days, notice of any other development that has had a (ii) all existing Material Adverse EffectAgreements amended or terminated during such Fiscal Quarter; (l) promptlyas soon as available, from time to timebut in any event not later than January 31 of each calendar year, the Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by the Borrower’s board of directors; and (m) such other financial and other information respecting as the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and request (m) including information and reports in such detail as the Lender may request with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements terms of and information provided pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Compliance Certificate).

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to and the Administrative Agent) Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 days (i) after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, to the extent prepared to comply with SEC requirements, a copy of the SEC Form 10-Qs filed by the Borrower commencing with the Fiscal Quarter ending March 31SEC for each such quarterly period, 2007or if no such Form 10-Q was so filed by the Borrower with respect to any such quarterly period, (i) a consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Quarter, certified by a Financial the Authorized Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to after the Administrative Agent, end of each Fiscal Year of the financial condition Borrower, a summary profit and loss statement of each ASC Subsidiary which shows actual results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year budget and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)prior year; (b) as soon as available and in any event within (x) 120 90 days (or such earlier time as Borrower may be required after the end of each Fiscal Year of the Borrower, to file the extent prepared to comply with SEC requirements, a copy of the SEC Form 10-K filed by the Borrower with the SEC) after SEC for such Fiscal Year, or, if no such Form 10-K was so filed by the end Borrower for such Fiscal Year, a copy of the annual audit report for such Fiscal Year 2006 (it being agreed that for the Borrower shall furnish unaudited management accounts in the form of a and its Subsidiaries including therein consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an Borrower’s independent public accounting firm reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K)accountants; (c) concurrently within five business days of becoming available, a copy of any management letter (or other correspondence from Borrower’s independent public accountants reasonably satisfactory to Agent) delivered to Borrower by Borrower’s independent public accountants in connection with the delivery audit of Borrower’s financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the previous Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial CovenantsYear; (d) as soon as practicable available and in any event no later than within 45 days after the end of each of the first three Fiscal Quarters during a Fiscal Year, and within 90 days after the end of each Fiscal Year, commencing a certificate, executed by the chief financial officer and/or principal accounting officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agent) compliance with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year)financial covenants set forth in Section 7.2.4.; (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptlyas soon as practicable, and in any event not later than 30 days following the commencement of each Fiscal Year, consolidated financial projections for Borrower and its Subsidiaries for such Fiscal Year prepared in a manner consistent with the projections delivered by Borrower to Lenders prior to the Closing Date or otherwise in a manner reasonably satisfactory to Agent. (f) as soon as possible and in any event within ten days, three Business Days after becoming aware of the occurrence of any Default or Event of each Default, a statement of a Financial Officer the chief financial officer and/or principal accounting officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (g) promptly, as soon as possible and in any event within ten three Business Days, Days after (ix) the occurrence of any adverse development with respect to any litigation, action action, proceeding, or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect labor controversy described in Section 6.7 or (iiy) the commencement of any labor controversy, litigation, action or action, proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative Agent, copies of all documentation relating thereto; (h) promptly after the sending or filing thereof, copies of all reports, registration statements or other materials (including affidavits with respect to reports) which Holdco or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (i) promptly upon becoming aware of the taking of any specific actions by Holdcotype described in Section 6.7, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which reasonably would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (jh) upon request by promptly, but not later than five days after the Administrative Agentdate of filing with the SEC, copies of: of all financial statements and reports that Borrower sends to its shareholders, and copies of all financial statements and regular, periodical or special reports (including Forms 10-K and 10-Q) that Borrower or any of its Subsidiaries may make to, or file with, the SEC (including, without limitation, pursuant to Section 7.2.9(b)) or any national securities exchange; (i) each Schedule B (Actuarial Informationimmediately upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) to of ERISA, or the annual report (Form 5500 Series) filed by taking of any Loan Party or ERISA Affiliate with the Internal Revenue Service action with respect to each a Pension Plan which reasonably would be expected to result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan; , or the occurrence of any event with respect to any Pension Plan which reasonably would be expected to result in the incurrence by the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto; (iij) immediately upon becoming aware of any dispute, litigation or other proceedings being instituted against any Credit Party to suspend, revoke or terminate any Medicaid Provider Agreement, Medicaid Certification, Medicare Provider Agreement, Medicare Certification, eligibility to participate in Medicare or Medicaid, or agreement with or certification by, if any, or eligibility to participate in a program of a third party payor, or any subpoena or investigation by a governmental authority, including without limitation CMS, the Office of Inspector General of the Department of Health and Human Services, and the Department of Justice, which suspension, revocation, termination or the results of such subpoena or investigation reasonably would be expected to have a Material Adverse Effect, promptly deliver to the extent availableAgent written notice thereof stating the nature and status of such litigation, the most recent actuarial valuation report for each Pension Plandispute, proceeding, levy, execution, subpoena or investigation or other process; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Eventproceeding instituted against any Credit Party, or any of their respective officers, directors, members or managers to exclude any of them from participation in any Federal or State healthcare program; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request;and (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request. To the extent that any information to be disclosed hereunder is “protected health information” as defined under HIPAA, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements Borrower and its Subsidiaries shall disclose such information pursuant to Section 5.01(athe Business Associate Agreement between it and the Lenders to which it is a party and under its “health care operations” (as defined in HIPAA) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower and no Credit Party that is a “covered entity” under HIPAA shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice by contract prohibit disclosure of its intent protected Health Information to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Lenders that is not otherwise prohibited by HIPAA.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 days (or such shorter period for the filing of the Parent Guarantor's Form 10-Q as may be required by the SEC) after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Parent Guarantor, 2007, (i) a consolidated balance sheet of Borrower the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of Borrower the Parent Guarantor and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Quarter, certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial positionParent Guarantor, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood and agreed that any such information may be furnished in the form delivery of a the Parent Guarantor's Form 10-QQ (as filed with the SEC), if certified as required in this clause (a), shall satisfy the requirements set forth in this clause); (b) as soon as available and in any event within (x) 120 90 days (or such earlier time shorter period as Borrower may be required to file a for the filing of the Parent Guarantor's Form 10-K with by the SEC) after the end of each Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in of the form Parent Guarantor, a copy of the annual audit report for such Fiscal Year for the Parent Guarantor and its Subsidiaries, including therein a consolidated balance sheet of Borrower the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower the Parent Guarantor and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) in a manner acceptable to the Administrative Agent by an PricewaterhouseCoopers LLP or other independent public accounting firm accountants reasonably acceptable to the Administrative Agent, Agent (it being understood and concurrently with agreed that the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Parent Guarantor's Form 10-KK (as filed with the SEC), if certified as required in this clause (b), shall satisfy such delivery requirement in this clause), together with a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines); (c) concurrently with the delivery of the financial statements pursuant referred to Section 5.01(ain the foregoing clauses (a) or and (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial CovenantsCertificate; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, and in any event within ten days, after becoming aware of the occurrence of any Default or Event of Default, a statement of a Financial Officer of Borrower setting forth reasonable details of such Default or Event of Default and the action which Borrower has taken and proposes to take with respect thereto; (g) promptly, and in any event within ten Business Days, after (i) the occurrence of any adverse development with respect to any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative Agent, copies of all documentation relating thereto; (h) promptly after the sending or filing thereof, copies of all reports, registration statements or other materials (including affidavits with respect to reports) which Holdco or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (i) promptly upon becoming aware of the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to and the Administrative Agent) Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Borrower, 2007, (i) a consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Quarter, certified by a Financial the chief financial Authorized Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)Borrower; (b) as soon as available and in any event within (x) 120 90 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of each Fiscal Year 2006 (it being agreed that of the Borrower, a copy of the annual audit report for such Fiscal Year for the Borrower shall furnish unaudited management accounts in the form of a and its Subsidiaries, including therein consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably in a manner acceptable to the Administrative Agent, Agent and concurrently with the delivery Required Lenders by independent public accountants of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K)recognized national standing; (c) concurrently with as soon as available and in any at the time of each delivery of financial statements pursuant to Section 5.01(areports under subsections (a) or and (b)) of this SECTION 7.1.1, a Compliance Certificate containing a computation certificate, executed by the chief financial Authorized Officer of the Borrower, showing (in reasonable detail of, and showing compliance with, each of the financial ratios with appropriate calculations and restrictions contained computations in the Financial Covenants and all respects satisfactory to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing Agent) compliance with the Financial Covenantsfinancial covenants set forth in SECTION 7.2.3; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, and in any event within ten days, three Business Days after becoming an Authorized Officer of the Borrower or any of its Subsidiaries becomes aware of the existence of the occurrence of any Default or Event of each Default, a statement of a Financial the chief executive officer or the chief financial Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (ge) promptly, and in any event within ten three Business Days, Days after an Authorized Officer of the Borrower or any of its Subsidiaries becomes aware of (ix) the occurrence of any adverse development with respect to any litigation, action action, proceeding, or proceeding against a Loan Party labor controversy described in SECTION 6.7 which would have or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect Effect, or (iiy) the commencement of any material labor controversy, litigation, action action, proceeding of the type described in SECTION 6.7 which would have or proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebyEffect, notice thereof and, to the extent requested by the Administrative Agent, and copies of all documentation relating theretothereto requested by the Agent or any Lender; (hf) promptly after the sending or filing thereof, copies of all reports, reports and registration statements or other materials (including affidavits with respect to reports) which Holdco the Borrower or any of its Subsidiaries or any of their officers or directors files with the SEC Securities and Exchange Commission or any national securities exchange; (ig) promptly immediately upon becoming aware of the taking institution of any specific actions steps by Holdco, any of its Subsidiaries the Borrower or any other Person to terminate any Pension Plan, or the failure to make a required contribution to any Pension Plan (other than if such failure is sufficient to give rise to a termination pursuant to Section 4041(bLien under section 302(f) of ERISA ERISA, or the taking of any action with respect to a Pension Plan which can be completed without Holdco, any of its Subsidiaries could result in the requirement that the Borrower furnish a bond or any ERISA Affiliate having to provide more than $2,500,000 in addition other security to the normal contribution required for the plan year in which termination occurs to make PBGC or such Pension Plan sufficient)Plan, or the occurrence of an ERISA Event any event with respect to any Pension Plan which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party the Borrower of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effectpenalty, or any increase in the contingent liability of a Loan Party the Borrower with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would have or could reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;; and (jh) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. Borrower will furnish, or will cause to be furnished, to the Administrative Agent each Lender and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) Agent copies of the following financial statements, reports, notices and information: (a) A. as soon as available and in any event within 45 days (and 60 days, in the case of Borrower and its Restricted Subsidiaries) after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Borrower, 2007, (i) a consolidated balance sheet of Borrower and its Restricted Subsidiaries and a consolidated balance sheet of Borrower and its Subsidiaries, in each case as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow flows of Borrower and its Restricted Subsidiaries and consolidated statements of earnings and cash flows of Borrower and its Subsidiaries for such Fiscal Quarter and for the same period consolidated statements of earnings and cash flows of Borrower and its Subsidiaries, in the prior Fiscal Year and for each case of the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including and a note with a consolidated profit and loss statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter Quarter, certified as complete and correct by the then elapsed portion chief financial Authorized Officer of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)Borrower; (b) B. as soon as available and in any event within (x) 120 90 days (or such earlier time as and 105 days, in the case of Borrower may be required to file a Form 10-K with the SECand its Restricted Subsidiaries) after the end of each Fiscal Year 2006 (it being agreed that of Borrower, a copy of the annual audited financial statements for such Fiscal Year for Borrower shall furnish unaudited management accounts in the form of and its consolidated Subsidiaries, including therein a consolidated balance sheet of Borrower and its Restricted Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow flows of Borrower and its Restricted Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified as audited (without any Impermissible Qualification) by an KPMG Peat Marwick or independent public accounting firm reasonably accountants of national standing acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory Agents; C. Borrower shall deliver to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than Lenders within 45 days after the end of each of the first three Fiscal Year, commencing with Quarters of Borrower and within 90 days after the beginning close of each Fiscal Year 2008a certificate signed by the principal executive officer, principal financial officer or principal accounting officer stating that a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as review of the end activities of Borrower has been made under the supervision of the signing officers with a view to determining whether a Potential Event of Default or Event of Default has occurred and for each Fiscal Quarter whether or not the signers know of any Potential Event of Default or Event of Default by Borrower that occurred during such Fiscal Quarter or Fiscal Year);. If they do know of such a Potential Event of Default or Event of Default, the certificate shall describe all such Potential Events of Defaults or Events of Default, their status and the action Borrower is taking or proposes to take with respect thereto. The first certificate to be delivered by Borrower pursuant to this Section 5.1C shall be for the Fiscal Quarter ending June 30, 1998. (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or D. as soon as possible and in any event within three Business Days after Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, and in any event within ten days, after becoming aware obtains knowledge of the occurrence of any Default or a Potential Event of Default, a statement of a Financial the chief executive, financial or accounting Authorized Officer of Borrower setting forth reasonable details of such Default or Potential Event of Default and the action which Borrower has taken and proposes to take with respect thereto; (g) promptly, E. as soon as possible and in any event within ten three Business Days, Days after Borrower or any of its Subsidiaries obtains knowledge of (ix) the occurrence of any material adverse development with respect to any litigation, action action, proceeding or proceeding against a Loan Party or any labor controversy of its Subsidiaries thatthe type and materiality described in Schedule 6.7 ("Litigation"), would reasonably be expected to have a Material Adverse Effect or (iiy) the commencement of any litigation, action action, proceeding or proceeding against a Loan Party or any labor controversy of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebytype and materiality described in Schedule 6.7 ("Litigation"), notice thereof and, to the extent requested by the Administrative AgentAgents reasonably request, copies of all documentation relating thereto; (h) F. promptly after the sending or filing thereof, copies of all reports, reports and registration statements or other materials (including affidavits with respect to reports) which Holdco Borrower or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (i) promptly G. immediately upon becoming aware of (i) the taking institution of any specific actions steps by Holdco, any of its Subsidiaries Borrower or any other Person to terminate any Pension Plan (other than a standard termination pursuant to under Section 4041(b) of ERISA ERISA), (ii) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, (iii) the taking of any action with respect to a Pension Plan which can be completed without Holdco, any of its Subsidiaries would result in the requirement that Borrower furnish a bond or any ERISA Affiliate having to provide more than $2,500,000 in addition other security to the normal contribution required for the plan year in which termination occurs to make PBGC or such Pension Plan sufficient)Plan, or (iv) the occurrence of an ERISA Event any event with respect to any Pension Plan which could reasonably be expected to result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party Borrower of any material liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effectpenalty, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, H. promptly when available and in any event within five 15 Business DaysDays after the last day of each Fiscal Year of Borrower (commencing after the Closing Date), notice a budget for the then current Fiscal Year of any other development that has had Borrower, which budget shall contain on a Material Adverse Effect;quarterly basis a projected statement of earnings and sources and uses of funds of Borrower and its Restricted Subsidiaries, prepared in reasonable detail by the chief accounting, financial or executive Authorized Officer of Borrower; and (l) promptly, from time to time, I. such other information respecting the condition or operations, financial or otherwise, of Holdco Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request (including information and reports from the chief accounting, financial or executive Authorized Officer of Borrower, in such detail as any Agent or any Lender may reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements terms of and information provided pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.045.1C).

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent each Lender and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower commencing (or, if the Borrower is required to file such information on a Form 10-Q with the Fiscal Quarter ending March 31Securities and Exchange Commission, 2007promptly following such filing), (i) a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and Quarter, together with the related consolidated statements of earnings operations and cash flow of Borrower and its Subsidiaries flows for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement it being understood that the foregoing requirement may be satisfied by delivery of revenuesthe Borrower's report to the Securities and Exchange Commission on Form 10-Q, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)if any), certified by a Financial an Authorized Officer of Borrower as fairly presenting in all material respects that is the president, chief executive officer, treasurer, assistant treasurer, controller or chief financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, or accounting officer of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)Borrower; (b) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of the Borrower thereafter(or, if the Borrower is required to file such information on a Form 10-K with the Securities and Exchange Commission, promptly following such filing), a copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein a consolidated balance sheet of for the Borrower and its Subsidiaries as of the end of such Fiscal Year and Year, together with the related consolidated statements of earnings operations and cash flow of Borrower and its Subsidiaries flows for such Fiscal Year (including a note with a consolidated statement it being understood that the foregoing requirement may be satisfied by delivery of revenuesthe Borrower's report to the Securities and Exchange Commission on Form 10-K, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)if any), in each case certified (without any Impermissible Qualification) by an PricewaterhouseCoopers or another "Big Five" firm of independent public accounting firm reasonably acceptable accountants, together with a certificate from such accountants as to the Administrative Agent, and concurrently with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect thatwhether, in making the examination necessary for the signing of their report on such certificateannual report by such accountants, such Financial Officers they have not become aware of any Default in respect of any term, covenant, condition or Event other provision of this Agreement (including any Default in respect of any of the financial covenants contained in Section 7.2.4) that relates to accounting matters that has occurred and is continuing or, if in the opinion of such accounting firm such a Default has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior a statement as to the Fiscal Quarter ending March 31nature thereof; (c) together with the delivery of the financial information required pursuant to clauses (a) and (b), 2007a Compliance Certificate, shall not be required in substantially the form of Exhibit E-1, executed by an Authorized Officer that is the president, the chief executive officer or the chief financial or accounting officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to include computations showing the Agents) compliance with the Financial Covenantsfinancial covenants set forth in Section 7.2.4; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, possible and in any event within ten days, five Business Days after becoming aware obtaining knowledge of the occurrence of any Default, if such Default or Event of Defaultis then continuing, a statement of a Financial an Authorized Officer that is the president, chief executive officer, treasurer, assistant treasurer, controller or chief financial or accounting officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower has taken and or proposes to take with respect thereto; (ge) promptly, promptly and in any event within ten five Business Days, Days after (ix) the occurrence of any adverse development with respect to any litigation, action action, proceeding or proceeding against a Loan Party or any of its Subsidiaries that, would labor controversy described in Section 6.7 which could reasonably be expected to have a Material Adverse Effect or (iiy) the commencement of any labor controversy, litigation, action or proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebytype described in Section 6.7, notice thereof and, and of the action which the Borrower has taken or proposes to the extent requested by the Administrative Agent, copies of all documentation relating take with respect thereto; (hf) promptly after the sending or filing thereof, copies of all reports, reports and registration statements (other than exhibits thereto and any registration statement on Form S-8 or other materials (including affidavits with respect to reportsits equivalent) which Holdco the Borrower or any of its Subsidiaries or any of their officers or directors files with the SEC Securities and Exchange Commission or any national securities exchange; (g) as soon as practicable after the controller, chief financial or accounting officer or the chief executive officer of the Borrower or a member of the Borrower's Controlled Group becomes aware of (i) promptly upon becoming aware of the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person formal steps in writing to terminate any Pension Plan or (other than a termination pursuant to Section 4041(bii) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in any event with respect to a Lien on the assets of any Loan Party or any Subsidiary thereof or Pension Plan which, in the incurrence by a Loan Party case of any liabilityclause (i) or (ii), fine or penalty which would could reasonably be expected to have result in a Material Adverse Effectcontribution to such Pension Plan by (or a liability to) the Borrower or a member of the Borrower's Controlled Group in excess of $5,000,000, (iii) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under section 302(f) of ERISA in an amount in excess of $5,000,000, (iv) the taking of any action with respect to a Pension Plan which could reasonably be expected to result in the requirement that the Borrower furnish a bond to the PBGC or such Pension Plan in an amount in excess of $5,000,000 or (v) any material increase in the contingent liability of a Loan Party the Borrower with respect to any post-retirement Welfare Plan benefit if as a result of a change in the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effectlevel or scope of benefits thereunder, notice thereof and copies of all documentation relating thereto;; and (jh) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to and the Administrative Agent) Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Borrower, 2007, (i) a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Quarter, certified by a Financial an Authorized Officer of Borrower as fairly presenting in all material respects the financial positionBorrower, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood and agreed that any such information may be furnished in the form delivery of a the Borrower’s Form 10-QQ (as filed with the Securities and Exchange Commission) shall satisfy the requirements set forth in this clause); (b) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of each Fiscal Year 2006 (it being agreed that of the Borrower, a copy of the annual audit report for such Fiscal Year for the Borrower shall furnish unaudited management accounts in the form of and its Subsidiaries, including therein a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) in a manner acceptable to the Agent and the Required Lenders by an Ernst & Young or other independent public accounting firm accountants reasonably acceptable to the Administrative Agent, Agent and concurrently with the Required Lenders (it being understood and agreed that the delivery of the foregoing financial statements, (i) a narrative report and managementBorrower’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); K (c) concurrently as filed with the Securities and Exchange Commission) shall satisfy such delivery of financial statements pursuant to Section 5.01(a) or (brequirement in this clause), together with a Compliance Certificate certificate from an Authorized Officer of the Borrower containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants Sections 7.2.2, 7.2.3, 7.2.4 and 7.2.5 and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have he has not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have he has become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that ; (c) as soon as available and in any event within 60 days after the end of each Fiscal Quarter, a Compliance Certificates delivered Certificate, executed by the Treasurer or an Authorized Officer of the Borrower, showing (in respect of periods prior reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing Agent) compliance with the Financial Covenantsfinancial covenants set forth in Sections 7.2.2, 7.2.3, 7.2.4 and 7.2.5 and representing as to the absence of any Default; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, possible and in any event within ten days, after three Business Days upon any officer or director of the Borrower becoming aware of the occurrence of any each Default or Event of Default, a statement of a Financial the Treasurer or the chief financial Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (ge) promptly, as soon as possible and in any event within ten five Business Days, Days after (ix) the occurrence of any adverse development with respect to any litigation, action action, proceeding, or proceeding against a Loan Party labor controversy described in Section 6.7 which will result in or any of its Subsidiaries that, would reasonably be expected is likely to have result in a Material Adverse Effect or (iiy) the commencement of any labor controversy, litigation, action or action, proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebytype described in Section 6.7, notice thereof and, to the extent requested by the Administrative Agent, and copies of all documentation relating thereto; (hf) promptly after the sending or filing thereof, copies of all reportsreports which the Borrower sends to any of its security holders, and all reports and registration statements (other than on Form S-8 or other materials (including affidavits with respect to reportsany successor form) which Holdco the Borrower or any of its Subsidiaries or any of their officers or directors files with the SEC Securities and Exchange Commission or any national securities exchange; (ig) promptly immediately upon becoming aware of the taking of any specific actions by Holdco, any of its Subsidiaries the Borrower or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries the Borrower or any ERISA Affiliate Controlled Group member having to provide more than $2,500,000 3,000,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under section 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which would likely result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of an ERISA Event any event with respect to any Pension Plan which could would likely result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party the Borrower of any liability, fine or penalty which would reasonably be expected to will have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party the Borrower with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have will result in a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (jh) immediately upon request becoming aware of any change in Borrower’s Senior Debt Rating, a statement describing such change, whether such change was made by S&P, ▇▇▇▇▇’▇ or both and the Administrative Agent, copies of: effective date of such change; and (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other non-confidential information respecting the condition or operations, financial or otherwise, of Holdco the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. The Borrower will furnish, furnish or will cause to be furnished, furnished to the Administrative Agent and (with sufficient copies for each Lender (via Intralinks or any other method reasonably acceptable to the Administrative AgentLender) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Year, 2007, (i) a an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings income and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter Quarter, and including (including a note with a consolidated statement of revenues, assets and EBITDA for in each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)case), certified by a Financial Officer of Borrower as fairly presenting in all material respects comparative form the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to figures for the Administrative Agent, of the financial condition and results of operations for such corresponding Fiscal Quarter in, and year to date portion of, the then elapsed portion of the immediately preceding Fiscal Year, certified as compared to complete and correct by the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion chief financial or accounting Authorized Officer of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)Borrower; (b) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafterYear, a copy of the annual audit report for such Fiscal Year for consolidated balance sheet of the Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and related consolidated statements of earnings stockholders’ equity and cash flow and the consolidated statements of income of the Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenuesYear, assets and EBITDA setting forth in comparative form the figures for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))immediately preceding Fiscal Year, in each case certified audited (without any Impermissible Qualification) by an independent public accounting firm reasonably accountants acceptable to the Administrative Agent, and concurrently with stating that, in performing the delivery examination necessary to deliver the audited financial statements of the foregoing financial statementsBorrower, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, no knowledge was obtained of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K)Default; (c) concurrently with the delivery of the financial statements information pursuant to Section 5.01(aclauses (a) or and (b), a Compliance Certificate containing a computation in reasonable detail ofCertificate, and executed by the chief executive, financial or accounting Authorized Officer of the Borrower, showing compliance with, each of with the financial ratios covenants set forth in Section 8.4 and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any stating that no Default or Event of Default that has occurred and is continuing, continuing (or, if such Financial Officers have become aware a Default has occurred, specifying the details of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being action that the Borrower has taken or proposes to cure it; provided that Compliance Certificates delivered in take with respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenantsthereto); (d) as soon as practicable possible and in any event no later than 45 within five days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, and in any event within ten days, after becoming aware obtains knowledge of the occurrence of any Default or Event of a Default, a statement of a Financial the chief executive, financial or accounting Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (ge) promptly, as soon as possible and in any event within ten Business Days, five days after the Borrower or any of its Subsidiaries obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action action, proceeding or proceeding against a Loan Party or any labor controversy described in Item 6.7 of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect the Disclosure Schedule or (ii) the commencement of any litigation, action action, proceeding or proceeding against a Loan Party or any labor controversy of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebytype and materiality described in Section 6.7, notice thereof and, to the extent requested by the Administrative AgentAgent requests, copies of all documentation relating thereto; (hf) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements or other materials (including affidavits with respect to reports) which Holdco the Borrower or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (ig) promptly immediately upon becoming aware of (i) the taking institution of any specific actions steps by Holdco, any of its Subsidiaries the Borrower or any other Person to terminate any Pension Plan, (ii) the failure to make a required contribution to any Pension Plan (other than if such failure is sufficient to give rise to a termination pursuant to Lien under Section 4041(b302(f) of ERISA which can be completed without HoldcoERISA, (iii) the taking of any of its Subsidiaries or any ERISA Affiliate having action with respect to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such a Pension Plan sufficient), or the occurrence of an ERISA Event which could result in the requirement that the Borrower furnish a Lien on bond or other security to the assets PBGC or such Pension Plan, or (iv) the occurrence of any Loan Party or event with respect to any Subsidiary thereof or Pension Plan which could result in the incurrence by a Loan Party the Borrower of any material liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effectpenalty, notice thereof and copies of all documentation relating thereto; (jh) promptly upon request receipt thereof from the Borrower’s audit committee, copies of all “management letters” submitted to the Borrower by the Administrative Agent, copies of: independent public accountants referred to in clause (b) in connection with each audit made by such accountants; and (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, financial and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and request (m) including information and reports in such detail as the Administrative Agent may request with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements terms of and information provided pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Compliance Certificate).

Financial Information, Reports, Notices, etc. The Parent and the Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information:information (all of which shall be in form and scope reasonably satisfactory to the Administrative Agent): (a) as soon as available and in any event within 45 forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing the Parent or the date such information is filed with the Fiscal Quarter ending March 31SEC, 2007, (i) a consolidated balance sheet sheets of Borrower the Parent and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of Borrower the Parent, and its consolidated Subsidiaries for (i) such Fiscal Quarter and (ii) for the same period in portion of the prior Parent’s Fiscal Year and for then-ended, setting forth in each case in comparative form the period commencing at figures from the end corresponding Fiscal Quarter of the previous Fiscal Year and ending with the end corresponding portion of the previous Fiscal Year, and such Fiscal Quarter (including a note with a consolidated statement of revenues, assets balance sheets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), statements to be certified by a Financial Officer of Borrower the Parent as fairly presenting in all material respects the financial position, results position of operations and cash flows of Borrower the Parent and its consolidated Subsidiaries in accordance with GAAP consistently applied, for the period then ended (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory subject to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter year-end audit adjustments and the then elapsed portion absence of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Qfootnotes); (b) as soon as available and in any event within upon the earlier of the date that is ninety (x90) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of each Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in of the form of a Parent or the date such information is filed with the SEC, consolidated balance sheet sheets of Borrower the Parent and its Subsidiaries as of the end of such Fiscal Year year and consolidated statements of earnings income and cash flow of Borrower the Parent and its Subsidiaries for such Fiscal Year Year, such consolidated balance sheets and statements to the Administrative Agent be audited and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, accompanied by a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower the Parent and its Subsidiaries as of to the end of effect that such Fiscal Year and consolidated financial statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))fairly present, in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable to the Administrative Agentall material respects, and concurrently with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Yearthe Parent and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, without any “going concern” (or similar qualification) or any qualification or exception as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form scope of audit, by ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP or other independent certified public accountants of nationally recognized standing or otherwise reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K)Agent; (c) concurrently with the delivery of the financial statements pursuant to Section 5.01(aclauses (a) or and (b), a Compliance Certificate containing Certificate, executed by a computation Financial Officer of the Borrower (i) showing (in reasonable detail of, and showing compliance with, each with appropriate calculations and computations in all respects satisfactory to the Administrative Agent) computations of the financial ratios covenants set forth in Section 8.4 as of the last day of the immediately preceding Fiscal Quarter and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, (ii) certifying that such Financial Officers have not become aware Officer has no knowledge of any Default or Event of Default that has occurred and is continuing, orexisting as of such date except as specified in such certificate (and, if such Financial Officers have become aware of such Default or Event of Default, describing such any Default or Event of Default then exists, reasonably detailed information regarding the same and the steps, if any, being actions which the Borrower has taken or propose to cure it; provided that Compliance Certificates delivered in take with respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenantsthereto); (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing concurrently with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as delivery of the end financial statements pursuant to clause (b) the final management letter, if any, prepared by the independent public accountants who prepared such financial statements with respect to internal audit and financial controls of the Parent and for each Fiscal Quarter during such Fiscal Year)its Subsidiaries; (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection concurrently with each annual, interim or special audit the delivery of the books financial statements pursuant to clause (a) (with respect to the first three Fiscal Quarters of Holdco or any each Fiscal Year) and clause (b), a management discussion and analysis of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants financial statements and the financial information delivered pursuant to management in connection with their annual auditclauses (a) and (b) for the comparable period for the prior Fiscal Year; (f) promptly, promptly and in any event within ten days, three days after becoming aware a Financial Officer obtains knowledge of the occurrence of any Default, Event of Default or Event of Defaultevent that could reasonably be expected to result in a Material Adverse Effect, a statement of a Financial an Authorized Officer of the Borrower setting forth reasonable details of reasonably detailed information regarding such Default or Default, Event of Default or event, and the action which the Borrower has taken and proposes to take with respect thereto; (g) promptly, promptly and in any event within ten Business Days, three days after (i) the occurrence of any material adverse development with respect to any litigation, action action, proceeding or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect or labor controversy described in Section 6.7; (ii) the commencement of any litigation, action action, proceeding or proceeding against a Loan Party labor controversy of the type described in Section 6.7; or (iii) any change in the certified public accountants of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebyBorrower, notice thereof and, to by an Authorized Officer of the extent requested by the Administrative Agent, Borrower and copies of all documentation relating thereto; (h) promptly after substantially concurrently with the sending or filing thereof, copies of all reports, registration statements or other materials (including affidavits with respect to reportsi) material reports and documents which Holdco the Parent or any of its Subsidiaries sends to any of its holders of Equity Interests; (ii) press releases and other statements made available by the Parent or any of their officers its Subsidiaries to the public concerning material changes or directors developments in it business; and (iii) reports, financial statements and registration statements which the Parent or any of its Subsidiaries files with the SEC or any national securities exchange, except that the Parent and its Subsidiaries shall not be required to deliver any of the foregoing which has previously been delivered hereunder; (i) promptly upon after becoming aware of the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person events which would give rise to terminate any Pension Plan (other than a termination pursuant to mandatory prepayment under Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient3.1.2(c), or a statement of the occurrence Financial Officer of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in Borrower setting forth reasonably detailed information regarding the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating theretosame; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) all such notices and documents required to be delivered pursuant to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent availableSecurity Agreement, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by Pledge Agreement and any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such of the other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably requestCollateral Documents; (k) promptlysubstantially concurrently with the receipt or delivery thereof the Parent or any of its Subsidiaries, and in all material notices, including notices of default or termination, received or delivered by the Parent or any event within five Business Days, notice of its Subsidiaries pursuant to any Material Indebtedness of any other development that has had a Material Adverse Effect;such party; and (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco the Parent or any of its Subsidiaries as any Lender Party through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to this Section 7.1 may be delivered electronically and if so delivered, subject shall be deemed to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, have been delivered on the date on which such documents are filed for public availability on the financial statements pursuant to Section 5.01(aSEC’s Electronic Data Gathering and Retrieval System; provided that the Parent shall notify (which may be by facsimile or electronic mail) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail Administrative Agent of the applicable Event filing of Default any such documents and a notice provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of its intent such documents. Notwithstanding anything contained herein, in every instance the Parent shall be required to cure (a “Notice provide paper copies of Intent the Compliance Certificates required by Section 7.1(c) to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Administrative Agent.

Financial Information, Reports, Notices, etc. The Borrower will furnish(or, or solely in the case of clause (l) below, will cause to be furnished, to use commercially reasonable efforts to) furnish the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable for further delivery to the Administrative AgentLenders (or, solely in the case of clause (i) below, furnish the Significant Lenders upon request by any Significant Lender) copies of the following financial statements, reports, notices and information: (a) prior to the consummation of a Direct Listing, Qualified IPO or Qualified SPAC Transaction, concurrently with the delivery of the financial information pursuant to Section 7.1(b) (solely with respect to the Fiscal Quarter ending June 30 and December 31 of each Fiscal Year), the Borrower shall (x) identify to the Administrative Agent each Material Agreement then in effect and (y) provide a copy of the “Payer Revenue Per Case” file previously provided to the Lenders containing updated information as of the last day of such applicable Fiscal Quarter; (i) as soon as available and in any event within 45 60 days after the end of each of the first three Fiscal Quarters Quarter of each Fiscal Year of Borrower commencing beginning with the Fiscal Quarter ending March fiscal quarter ended December 31, 20072022, (i) a an unaudited consolidated balance sheet of the Borrower and its the Subsidiaries as of the end of such Fiscal Quarter and related consolidated statements of earnings income, stockholders’ equity and cash flow flows of the Borrower and its the Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, and including (in each case) in comparative form the figures for the corresponding Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the immediately preceding Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q); (bii) as soon as available and in any event within (x) 120 60 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of each Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in Quarter of each Fiscal Year, the form of a consolidated balance sheet of Borrower Revenue Base for such Fiscal Quarter and its Subsidiaries as of for the twelve-month period ending with the end of such Fiscal Quarter and including (in each case) in comparative form the figures for the corresponding Fiscal Quarter in the immediately preceding Fiscal Year and consolidated statements the corresponding twelve-month period immediately preceding such twelve-month period, certified as complete and correct by the chief financial or accounting Authorized Officer of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Year (subject to the Administrative Agent normal year-end audit adjustments and the Lenders absence of footnotes); (c) as soon as available and in any event within 105 days after the end of such Fiscal Year) and (y) 105 120 days after the end of each Fiscal Year of Borrower thereafterbeginning with the Fiscal Year ended December 31, 2022, (i) a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year Subsidiaries, and the related consolidated statements of earnings income, stockholders’ equity and cash flow flows of the Borrower and its the Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenuesYear, assets and EBITDA setting forth in comparative form the figures for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))immediately preceding Fiscal Year, in each case certified audited (without any Impermissible Qualification) by an independent public accountants acceptable to the Required Lenders (it being understood that ▇▇▇▇▇ & ▇▇▇▇▇ LLP or any other “Big Four” accounting firm are reasonably acceptable to the Administrative Agent, Required Lenders); and (ii) a report of the Revenue Base for the Fiscal Quarter then ending and such Fiscal Year and including in comparative form the figures for the corresponding Fiscal Quarter in the immediately preceding Fiscal Year and the immediately preceding Fiscal Year; (d) concurrently with the delivery of the foregoing financial statementsinformation pursuant to clauses (b) (solely with respect to the first three Fiscal Quarters of each Fiscal Year) and (c), a Compliance Certificate, executed by the chief financial or accounting Authorized Officer of the Borrower, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of showing compliance with the financial condition covenants set forth in Section 8.4 and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood stating that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any no Default or Event of Default that has occurred and is continuingcontinuing (or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or any of the Subsidiaries has taken or proposes to take with respect thereto), (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if such Financial Officers have become aware Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Default Subsidiary has complied with Section 7.8 to the extent required thereunder) and (iii) stating that no Material Real Property has been acquired by any Loan Party or Event any of Default, describing such Default or Event the Subsidiaries since the delivery of Default and the stepslast Compliance Certificate (or, if any, being taken to cure it; provided that any Material Real Property has been acquired since the delivery of the last Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008Certificate, a detailed consolidated budget by Fiscal Quarter for statement that the Loan Parties have complied with Section 7.8 with respect to any such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Yearreal property); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, as soon as possible and in any event within ten days, five (5) Business Days after becoming aware the Borrower obtains knowledge of the occurrence of any Default or Event of a Default, a statement of a Financial an Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower or any of the Subsidiaries has taken and or proposes to take with respect thereto; (gf) promptly, as soon as possible and in any event within ten five (5) Business Days, Days after the Borrower obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action action, proceeding or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect labor controversy described in Schedule 6.7(a) or (ii) the commencement of any litigation, action action, proceeding or proceeding against a Loan Party or any labor controversy of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebytype and materiality described in Section 6.7, notice thereof and, to the extent requested by the Administrative Agentany Lender requests, copies of all documentation reasonably requested by such Lender relating theretothereto (excluding any documentation subject to attorney-client privilege); (g) reasonably promptly after the commencement thereof, notice of any adverse proceeding commenced by the Borrower or any Loan Party against any non-Affiliated Person and involving an amount in controversy in excess of $10,000,000; (h) as soon as possible and in any event within three days after the Borrower obtains knowledge of: (i) any claim that the Borrower, any of the Subsidiaries or one of their ERISA Affiliates has actual or potential liability under a Benefit Plan (including the occurrence of any ERISA Event) that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, (ii) any effort to unionize the employees of the Borrower or any Subsidiary that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or (iii) material, non-routine correspondence with the Internal Revenue Service regarding the qualification of a retirement plan under section 401(a) of the Code that would reasonably be expected to result in liabilities to the Borrower or any of the Subsidiaries in excess of $5,000,000; (i) prior to the consummation of a Direct Listing, Qualified IPO or Qualified SPAC Transaction, promptly upon request by a Significant Lender, to such Significant Lender and to each other Significant Lender all notices and any materials delivered to the board of directors (or equivalent) of the Borrower or any committees thereof in connection with a meeting of such board or committee, or with any action to be taken by written consent, including drafts of any material resolutions or actions proposed to be adopted by written consent; provided that the Borrower reserves the right to withhold any information if access to such information could adversely affect the attorney-client privilege between the Borrower and its counsel or result in disclosure of trade secrets or a conflict of interest or to the extent that the board of directors (or equivalent) of the Borrower in the exercise of its fiduciary obligations and with the advice of counsel determines that (A) it is in the best interest of the Borrower to do so because any Lender or any of its respective Affiliates has an interest in the subject matter under discussion or (B) doing so is necessary to discharge the directors’ fiduciary duties; (j) promptly upon receipt thereof, copies of all “management letters” (or equivalent) submitted to the Borrower or any of the Subsidiaries by the independent public accountants referred to in clause (c) in connection with each audit made by such accountants; (k) promptly upon receipt thereof (or in the case of updates to previously disclosed matters under this clause (k), promptly upon request by the Required Lenders), copies of all subpoenas, requests for information and other notices regarding any active or potential investigation of, or claim or litigation against, the Borrower or any of the Subsidiaries by any Governmental Authority, and the results of any inspections of any manufacturing facilities of the Borrower or any of the Subsidiaries or, where the results are known by the Borrower, any Third Party suppliers of the Borrower or any of the Subsidiaries by any Governmental Authority (including any Form FDA 483s), in each case, to the extent that such investigation, claim or litigation, or the results of any such inspection, could reasonably be expected to result in liability in excess of $7,500,000 or have or result in a Material Adverse Effect; (l) prior to the consummation of a Direct Listing, Qualified IPO or Qualified SPAC Transaction, promptly, after the Administrative Agent or any Significant Lender so requests, copies of any Material Agreement and information reasonably requested by the Administrative Agent or such Significant Lender in connection with the listing of Material Agreements provided by the Borrower pursuant to Section 7.1(a)(i); (m) following the consummation of a Direct Listing, a Qualified IPO or a Qualified SPAC Transaction, after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements or other materials (including affidavits with respect to reports) which Holdco the Borrower or any of its the Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (in) promptly upon becoming aware as soon as available, but in any event not later than February 28 of each calendar year, the taking Borrower’s financial and business projections and budget for such year, as approved by the Borrower’s board of any specific actions by Holdco, any of its Subsidiaries directors (or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficientequivalent), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;; and (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (ivo) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, financial and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through or the Administrative Agent may from time to time reasonably requestrequest (including information and reports in such detail as such Lender or the Administrative Agent may reasonably request with respect to the terms of and information provided pursuant to the Compliance Certificate). The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders the Borrower Materials (for the avoidance of doubt, subject other than any material required to confidentiality requirement imposed be furnished pursuant to Section 7.1(i) hereof) by law; and posting the Borrower Materials on the Platform and (mb) certain of the Lenders may be “public-side” Lenders (i.e., any Lender that has selected the “Private-Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Lender to make reference to information that is not made available through the “Public-Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) it will ensure that all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat the Borrower Materials as either information that would be made publicly available if the Borrower was a public company or not material information (although it may be sensitive and proprietary) with respect to each Test Period the Borrower for which purposes of United States Federal and state securities laws; provided that to the extent such Borrower Materials constitute Confidential Information, the same shall be treated as set forth in Section 10.14, (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a Cure Right will portion of the Platform designated “Public Lender” and (z) the Administrative Agent shall treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform designated “Private Lender.” Notwithstanding the foregoing, subject to Section 10.2, the Borrower shall not be exercisedunder any obligation to make any Borrower Materials public. To the extent applicable, documents required to be delivered pursuant to clauses (b), (c) and (m) of this Section 7.1 shall be deemed to have been delivered on the date on which such documents are filed for public availability on the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an OfficerSEC’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default Electronic Data Gathering and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Retrieval System.

Financial Information, Reports, Notices, etc. Borrower The Borrowers will furnish, or will cause to be furnished, to the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable furnish to the Administrative Agent) , who will distribute to each Lender, copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with Year, the Fiscal Quarter ending March 31, 2007, following: (i) a unaudited consolidated balance sheet sheets of the Cayman Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings income and cash flow of the Cayman Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, and including (in each case), in comparative form the figures for the corresponding Fiscal Quarter in, and year to date portion of, the immediately preceding Fiscal Year (including a note except with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in respect to the aggregate with revenues in excess of $10 million)2005 Fiscal Year), certified as complete and correct by a Financial the chief financial or accounting Authorized Officer of the Cayman Borrower as fairly presenting in all material respects the financial positioncondition, the results of operations and operations, all cash flows of the Cayman Borrower and its Subsidiaries in accordance with GAAP consistently applied(subject to normal year-end audit adjustments), and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, an unaudited balance sheet of the financial condition and results Cayman Borrower as of operations for the end of such Fiscal Quarter and the then elapsed portion statements of income and cash flow of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Cayman Borrower for such Fiscal Quarter and for the then elapsed portion period commencing at the end of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts ending with the end of such Fiscal Quarter, and including (it being understood that any such information may be furnished in each case), in comparative form the form figures for the corresponding Fiscal Quarter in, and year to date portion of, the immediately preceding Fiscal Year, certified as complete and correct by the chief financial or accounting Authorized Officer of a Form 10the Cayman Borrower as fairly presenting the financial condition, the results of operations and the cash flows of the Cayman Borrower in accordance with GAAP (subject to normal year-Qend audit adjustments); (b) as soon as available and in any event within (x) 120 90 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of each Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts or in the form case of Fiscal Year ending 2006, by May 30, 2007), the following: (i) a copy of the consolidated balance sheet of the Cayman Borrower and its Subsidiaries, and the related consolidated statements of income and cash flow of the Cayman Borrower and its Subsidiaries for such Fiscal Year (in each case with the notes thereto), setting forth in comparative form the figures for the immediately preceding Fiscal Year (except with respect to the 2005 Fiscal Year), audited (without any Impermissible Qualification) by Deloitte & Touche LLP (or other independent public accountants reasonably acceptable to the Required Lenders), and (ii) an audited balance sheet of the Cayman Borrower as of the end of such Fiscal Year and consolidated statements of earnings income and cash flow of the Cayman Borrower and its Subsidiaries for such Fiscal Year to Year, setting forth in comparative form the Administrative Agent and figures for the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such immediately preceding Fiscal Year (including a note except with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in respect to the aggregate with revenues in excess of $10 million)2005 Fiscal Year), in each case certified audited (without any Impermissible Qualification) by an Deloitte & Touche LLP (or other independent public accounting firm accountants reasonably acceptable to the Administrative AgentRequired Lenders); provided, however, that, from and concurrently with after the delivery date on which the Cayman Borrower becomes a “foreign private issuer” (as defined in the Exchange Act) as a result of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, initial public sale of the financial condition and results equity securities of operations of Borrower for such Fiscal Yearthe Cayman Borrower, as compared the Borrowers shall be deemed to amounts for the previous Fiscal Year and budgeted amounts and have satisfied their obligations under this clause (iib) a management report in a form reasonably satisfactory if they deliver to the Administrative Agent setting forth statement (who will distribute to each Lender) a copy of income items the Cayman Borrower’s annual report on Form 20-F as and Consolidated EBITDA when required under the rules and regulations of Borrower for the applicable United States exchange on which such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K)equity securities are traded; (c) concurrently with the delivery of the financial statements information pursuant to Section 5.01(aclauses (a) or and (b), a Compliance Certificate containing a computation in reasonable detail ofCertificate, and executed by the chief financial or accounting Authorized Officer of the Cayman Borrower, (i) showing compliance with, each of with the financial ratios and restrictions contained covenants set forth in the Financial Covenants and to the effect thatSection 7.2.4, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any (ii) stating that no Default or Event of Default that has occurred and is continuing, continuing (or, if such Financial Officers have become aware a Default has occurred, specifying the details of such Default and the action that the Cayman Borrower or any applicable Subsidiary has taken or proposes to take with respect thereto), and (iii) in the case of a Compliance Certificate delivered concurrently with the financial information pursuant to clause (b), a report on financial covenants by Deloitte & Touche LLP (or other independent accountants reasonably acceptable to the Required Lenders) stating that nothing has come to their attention that causes them to believe that the Borrowers have failed to comply with the covenants of Section 7.2.4, insofar as such Sections or such calculation relate to financial and accounting matters, and (iv) describing any amendment to or modification of any power purchase agreement (except those entered into pursuant to a public tender), any concession agreement or any supply agreement with a stated term of one year or longer and with respect to which the aggregate amount payable thereunder in any year could reasonably be expected to be more than $10,000,000 entered into by the Cayman Borrower or any of its Subsidiaries during the most-recently ended Fiscal Quarter, or any new power purchase agreement (other than those entered into pursuant to a public tender), any concession agreement or any supply agreement with a stated term of one year or longer and with respect to which the aggregate amount payable thereunder in any year could reasonably be expected to be more than $10,000,000 entered into by the Cayman Borrower or any of its Subsidiaries during the most-recently ended Fiscal Quarter, which description shall be in reasonable detail and shall include a summary of the provisions thereof that could reasonably be expected to have a financial impact on the Cayman Borrower or any of its Subsidiaries (including a change in revenue or a change in the cost of goods sold) and shall certify that the Cayman Borrower does not believe that such amendment, modification or new agreement could reasonably be expected to result in an Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, possible and in any event within ten days, Business Days after becoming aware either Borrower obtains knowledge of the occurrence of any Default or Event of a Default, a statement of a Financial an Authorized Officer of the Cayman Borrower setting forth reasonable details of such Default or Event of Default and the action which the Cayman Borrower has taken and proposes to take with respect thereto; (ge) promptly, as soon as possible and in any event within ten Business Days, Days after either Borrower obtains knowledge of (i) the occurrence of any adverse development with respect to in any existing litigation, action action, proceeding or proceeding against a Loan Party or any of its Subsidiaries that, would labor controversy that could reasonably be expected to have a Material Adverse Effect result in liability to either Borrower of $10,000,000 or more (or the equivalent in other currencies), or (ii) the commencement of any litigation, action action, proceeding or proceeding against a Loan Party or any of its Subsidiaries labor controversy that would could reasonably be expected to have a Material Adverse Effect result in liability to either Borrower of $10,000,000 or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document more (or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative Agent, copies of all documentation relating theretoequivalent in other currencies); (hf) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements or other materials (including affidavits with respect to reports) which Holdco or any of its Subsidiaries or any of their officers or directors that the Cayman Borrower files with the SEC or any national securities exchange; (ig) promptly upon becoming aware of (i) the taking institution of any specific actions steps by Holdco, any of its Subsidiaries or any other Person to terminate any Pension Plan, (ii) the failure to make a required contribution to any Pension Plan (other than if such failure is sufficient to give rise to a termination pursuant to Lien under Section 4041(b302(f) of ERISA which can be completed without HoldcoERISA, (iii) the taking of any of its Subsidiaries or any ERISA Affiliate having action with respect to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such a Pension Plan sufficient), or the occurrence of an ERISA Event which could result in the requirement that any Subsidiary furnish a Lien on bond or other security to the assets PBGC or such Pension Plan, or (iv) the occurrence of any Loan Party or event with respect to any Subsidiary thereof or Pension Plan which could result in the incurrence by a Loan Party any Subsidiary of any material liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effectpenalty, notice thereof and copies of all documentation relating thereto; (jh) promptly upon request receipt thereof, copies of all “management letters” relating to material weaknesses submitted to the Cayman Borrower by the Administrative Agent, copies of: independent public accountants referred to in clause (b) in connection with each audit made by such accountants; and (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, financial and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and request (m) including information and reports in such detail as the Administrative Agent may reasonably request with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements terms of and information provided pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Compliance Certificate).

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Borrower, 2007, (i) a consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Quarter, certified by a Financial the chief financial Authorized Officer of the Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries having been prepared in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)GAAP; (b) as soon as available and in any event within (x) 120 75 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of each Fiscal Year 2006 (it being agreed that of the Borrower, a copy of the annual audit report for such Fiscal Year for the Borrower shall furnish unaudited management accounts in the form of a and its Subsidiaries, including therein consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) as having been prepared in accordance with GAAP by an independent public accounting firm reasonably acceptable to accountants of recognized national standing; (c) as soon as available and in any event at the Administrative Agent, and concurrently with the time of each delivery of financial reports under subsections (a) and (b) of this Section 7.1.1, a certificate, executed by the foregoing chief financial statementsAuthorized Officer of the Borrower, showing (i) a narrative report in reasonable detail and management’s discussion with appropriate calculations and analysis, computations in a form reasonably all respects satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenantsfinancial covenants set forth in Section 7.2.3; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, and in any event within ten days, three Business Days after becoming an Authorized Officer of the Borrower or any of its Subsidiaries becomes aware of the existence of the occurrence of any Default or Event of each Default, a statement of a Financial an Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (ge) promptly, and in any event within ten three Business Days, Days after an Authorized Officer of the Borrower or any of its Subsidiaries becomes aware of (ix) the occurrence of any adverse development with respect to any litigation, action action, proceeding, or proceeding against a Loan Party or any of its Subsidiaries that, labor controversy described in Section 6.7 which would reasonably be expected to have cause a Material Adverse Effect Effect, or (iiy) the commencement of any material labor controversy, litigation, action or action, proceeding against a Loan Party or any of its Subsidiaries that the type described in Section 6.7 which would reasonably be expected to have cause a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebyEffect, notice thereof and, to the extent requested by the Administrative Agent, and copies of all documentation relating theretothereto requested by the Administrative Agent or any Lender; (hf) promptly after the sending or filing thereof, copies of all reports, reports and registration statements or other materials (including affidavits with respect to reports) which Holdco the Borrower or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (ig) promptly immediately upon becoming aware of the taking institution of any specific actions steps by Holdco, any of its Subsidiaries the Borrower or any other Person to terminate any Pension Plan, or the failure to make a required contribution to any Pension Plan (other than if such failure is sufficient to give rise to a termination pursuant to Lien under Section 4041(b302(f) of ERISA ERISA, or the taking of any action with respect to a Pension Plan which can be completed without Holdco, any of its Subsidiaries could result in the requirement that the Borrower furnish a bond or any ERISA Affiliate having to provide more than $2,500,000 in addition other security to the normal contribution required for the plan year in which termination occurs to make PBGC or such Pension Plan sufficient)Plan, or the occurrence of an ERISA Event any event with respect to any Pension Plan which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party the Borrower of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effectpenalty, or any increase in the contingent liability of a Loan Party the Borrower with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have cause a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;; and (jh) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request. To the extent any documents which are required to be delivered pursuant to Section 7.1.1 are included in materials otherwise filed with the SEC, subject such documents may be delivered electronically and if so delivered, shall be deemed to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, have been delivered on the date (i) on which the financial statements pursuant to Section 5.01(a) Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the following website address: ▇▇▇.▇▇▇▇▇▇▇.▇▇▇; or (bii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have beenaccess (whether a commercial, third-party website or should have been, delivered for whether sponsored by the applicable fiscal period, Administrative Agent); provided that the Borrower shall deliver together with paper copies of such financial statements an Officer’s Certificate of documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a Financial Officer of written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Notwithstanding anything contained herein, in every instance the Borrower containing a computation in reasonable detail shall be required to provide portable document format (.pdf) or other electronic communication copies of the applicable Event compliance certificates required by Section 7.1.1 to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of Default the documents referred to above, and a notice in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04documents.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 30 days after the end of each calendar month, in each case with supporting detail and certified as complete and correct by the chief financial or accounting Authorized Officer of the Borrower (subject to normal year-end audit adjustments): (i) unaudited reports of (A) the Revenue Base, the unit sales for each Product and the net revenues for each Product, in each case for such calendar month and for the period commencing at the end of the previous Fiscal Year and ending with the end of such calendar month, and including in comparative form the figures for the corresponding calendar month in, and the year-to-date portion of, the immediately preceding Fiscal Year and (B) the Liquidity of the Borrower at the end of such calendar month and at the end of the corresponding calendar month in the preceding Fiscal Year, in comparative form; and (ii) a report of the number of employees and independent contractors of the Borrower and its Subsidiaries (the “Headcount”) at the end of such calendar month, the Headcount at the end of the immediately preceding calendar month, a calculation showing the change in the Headcount, if any, and, if applicable, a brief description of any material change in the Headcount; (b) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Quarter, 2007, (i) a an unaudited consolidated balance sheet of the Borrower and its the Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings income and cash flow of the Borrower and its the Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter Quarter, and including (including a note with a consolidated statement of revenues, assets and EBITDA in each case) in comparative form the figures for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such corresponding Fiscal Quarter in, and the then elapsed year-to-date portion of of, the immediately preceding Fiscal Year, certified as compared to complete and correct by the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion chief financial or accounting Authorized Officer of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts Borrower (it being understood that any such information may be furnished in the form of a Form 10-Qsubject to normal year- end audit adjustments); (bc) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 180 days after the end of each Fiscal Year, commencing with a copy of the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet of the Borrower and the Subsidiaries, and the related consolidated statements of projected operations income and cash flow as of the end of Borrower and the Subsidiaries for each Fiscal Quarter during such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited (without any Impermissible Qualification) by independent public accountants acceptable to the Lender, which shall include a statement that, in performing the examination necessary to deliver the audited financial statements of the Borrower, no knowledge was obtained by such independent public accountants of any Event of Default; (d) concurrently with the delivery of the financial information pursuant to clauses (b) and (c), a Compliance Certificate, executed by the chief financial or accounting Authorized Officer of the Borrower, (i) showing compliance with the covenant set forth in Section 8.4, (ii) stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or any of the Subsidiaries has taken or proposes to take with respect thereto), (iii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.8) and (iv) stating that no real property has been acquired by the Borrower or any of the Subsidiaries since the delivery of the last Compliance Certificate (or, if any real property has been acquired since the delivery of the last Compliance Certificate, a statement that the Borrower has complied with Section 7.8 with respect to such real property); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, as soon as possible and in any event within ten days, three days after becoming aware the Borrower obtains knowledge of the occurrence of any Default or Event of a Default, a statement of a Financial an Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower or any of the Subsidiaries has taken and or proposes to take with respect thereto; (gf) promptly, as soon as possible and in any event within ten Business Daysthree days after the Borrower obtains knowledge thereof, after (i) notice of the occurrence of commencement of, or any material adverse development with respect to to, any litigation, action action, proceeding or proceeding against a Loan Party or any labor controversy of its Subsidiaries thatthe type and materiality described in Section 6.7; and, would reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of in each case in this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof andSection 7.1(f), to the extent requested by the Administrative AgentLender requests, copies of all documentation relating thereto; (g) as soon as possible and in any event within three days after the Borrower obtains knowledge thereof, notice of any return, recovery, dispute or claim related to any Product or inventory that involves more than $250,000; (h) as soon as possible and in any event within three days after the Borrower obtains knowledge thereof, notice of (i) any claim that the Borrower, any of the Subsidiaries or one of their ERISA Affiliates has actual or potential liability under a Benefit Plan, (ii) any effort to unionize the employees of the Borrower or any Subsidiary, or (iii) correspondence with the Internal Revenue Service regarding the qualification of a retirement plan under section 401(a) of the Code; (i) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements or other materials (including affidavits with respect to reports) which Holdco the Borrower or any of its the Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (i) promptly upon becoming aware , unless, so long as the Borrower or such Subsidiary, as the case may be, is a Publicly Reporting Company, copies of such reports, notices, prospectuses and registration statements are publicly available on the SEC’s ▇▇▇▇▇ system within two Business Days of the taking of any specific actions by Holdco, any of its Subsidiaries sending or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating theretofiling thereof; (j) upon request so long as the Borrower is not a Publicly Reporting Company, concurrently with delivery thereof to the board of directors of the Borrower or any committees thereof, all notices and any materials delivered to the board of directors of the Borrower or any committees thereof in connection with a meeting of such board or committee, or with any action to be taken by written consent, including drafts of any material resolutions or actions proposed to be adopted by written consent; provided that the Administrative Agent, copies ofBorrower may withhold any such information and materials to the extent: (i) each Schedule B (Actuarial Information) to access thereto would adversely affect the annual report (Form 5500 Series) filed by any Loan Party attorney-client privilege between the Borrower and its counsel; or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) the Borrower’s board of directors, in the exercise of its fiduciary obligations and with the advice of counsel, determines that (A) it is in the best interest of the Borrower to do so because the Lender or any of its Affiliates has an interest in the subject matter under discussion or (B) doing so is necessary to discharge the directors’ fiduciary duties. In the event the Borrower withholds any such information or materials, the Borrower shall provide to the extent availableLender a general description, the most recent actuarial valuation report for each Pension Plan; (iii) which shall be true and correct in all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) material respects, of such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably requestwithheld information; (k) promptlypromptly upon receipt thereof, copies of all “management letters” (or equivalent) submitted to the Borrower or any of the Subsidiaries by the independent public accountants referred to in clause (c) in connection with each audit made by such accountants; (l) (i) within 45 days after the end of each Fiscal Quarter, a report listing (A) all Material Agreements and Key Contracts entered into during such Fiscal Quarter, (B) all existing Material Agreements or Key Contracts amended or terminated during such Fiscal Quarter, (C) all Permits, including all Regulatory Authorizations, issued to the Borrower or any of the Subsidiaries during such Fiscal Quarter and (D) all notices and registrations filed by the Borrower or any Subsidiary during such Fiscal Quarter in each jurisdiction in which the Borrower or any of the Subsidiaries are required to obtain any Permit or Regulatory Authorization or to file any notice or registration, in order to design, manufacture, store, label, sell, promote, import or distribute any Product; and (ii) as soon as possible, and in any event within five Business Daysthree days, after the Lender so requests, copies of any such Material Agreement, Key Contract, amendment or termination instrument, Permit, Regulatory Authorization, notice of any other development that has had a Material Adverse Effector registration, in each case as are listed in such report; (lm) promptlyas soon as possible and in any event within three days after receipt by, from time or delivery by, the Borrower, as the case may be, copies of any material written notice of material written correspondence relating to, or involving, any Key Contract, including any notice alleging breach or default under any Key Contract by any party thereto; (n) as soon as available, but in any event not later than January 31 of each calendar year (or such later date to timethe extent that the Borrower’s board of directors elects to defer the approval thereof, but in any event no later than March 31 of each calendar year), the Borrower’s financial and sales projections and budget for such calendar year, with evidence of approval thereof by the Borrower’s board of directors; and (o) such other financial and other information respecting as the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and request (m) including information and reports in such detail as the Lender may request with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements terms of and information provided pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Compliance Certificate).

Financial Information, Reports, Notices, etc. Borrower Holdings will furnish, or will cause to be furnished, furnish to the Administrative Agent (and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative AgentAgent will make available to each Lender) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year (or (i) if Holdings is required to file such information on a Form 10-Q with the SEC, promptly following such filing or (ii) in the case of Borrower commencing with the Fiscal Quarter ending ended March 31, 2007, (i) a on or prior to July 1, 2007), an unaudited consolidated balance sheet of Borrower Holdings and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings income and cash flow of Borrower Holdings and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenueswhich, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess case of $10 million))the Fiscal Quarter ending June 30, certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position2007, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, shall be in a form reasonably satisfactory to the Administrative Agent, of consistent with the financial condition and results of operations statements provided by Swift Nevada on its Form 8-K for such the Fiscal Quarter ended March 31, 2007), and including (in each case), in comparative form the then elapsed figures for the corresponding Fiscal Quarter in, and year to date portion of of, the immediately preceding Fiscal Year, certified as compared complete and correct by the chief financial or accounting Authorized Officer of Holdings (subject to normal year-end audit adjustments); provided that, with respect to the comparable periods in the previous Fiscal Year and budgeted amounts and financial information required under this clause (iiia) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Yearperiod ending June 30, showing variance2007 which was not otherwise provided as set forth above, by dollar amount and percentagesuch financial information will be delivered on or before August 29, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)2007; (b) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 90 days after the end of each Fiscal Year, commencing with a copy of the beginning consolidated balance sheet of Fiscal Year 2008Holdings and its Subsidiaries, a detailed and the related consolidated budget by Fiscal Quarter statements of income and cash flow of Holdings and its Subsidiaries for such Fiscal Year (including or if Holdings is required to file such information on a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of Form 10-K with the end of and for each Fiscal Quarter during SEC, promptly following such Fiscal Yearfiling); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, and in any event within ten days, after becoming aware of the occurrence of any Default or Event of Default, a statement of a Financial Officer of Borrower setting forth reasonable details of such Default or Event of Default and in comparative form the action figures for the immediately preceding Fiscal Year which Borrower has taken and proposes to take with respect thereto; (g) promptly, and in any event within ten Business Days, after (i) the occurrence of shall be audited (without any adverse development with respect Impermissible Qualification) by independent public accountants reasonably acceptable to any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative Agent, copies of all documentation relating thereto; (h) promptly after the sending or filing thereof, copies of all reports, registration statements or other materials (including affidavits with respect to reports) which Holdco or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (i) promptly upon becoming aware of the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) shall include a calculation of the financial covenants set forth in Section 7.2.4 and state that, in performing the examination necessary to deliver the audited financial statements of Holdings, as of the date of delivery, no knowledge was obtained of any Event of Default; provided that financial statements for Fiscal Year 2007 will include separate audited statements for IEL for the period from January 1, 2007 to the extent availableClosing Date, separate audited consolidated financial statements of Swift Nevada and its Subsidiaries for the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate period from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA EventJanuary 1, 2007 to the Closing Date, and consolidated financial statements of Holdings from the Closing Date to December 31, 2007; and (iv) such provided further that, comparative financial information for Fiscal Year 2007 to other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right years will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements provided by Holdings in an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.unaudited pro forma presentation only;

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 days (or such shorter period for the filing of the Borrower’s Form 10-Q as may be required by the SEC) after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Borrower, 2007, (i) a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Quarter, certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial positionBorrower, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood and agreed that any such information may be furnished in the form delivery of a the Borrower’s Form 10-QQ (as filed with the SEC), if certified as required in this clause (a), shall satisfy the requirements set forth in this clause); (b) as soon as available and in any event within (x) 120 90 days (or such earlier time shorter period as Borrower may be required to file a for the filing of the Borrower’s Form 10-K with by the SEC) after the end of each Fiscal Year 2006 (it being agreed that of the Borrower, a copy of the annual audit report for such Fiscal Year for the Borrower shall furnish unaudited management accounts in the form of and its Subsidiaries, including therein a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) in a manner acceptable to the Administrative Agent by an PricewaterhouseCoopers or other independent public accounting firm accountants reasonably acceptable to the Administrative AgentAgent (it being understood and agreed that the delivery of the Borrower’s Form 10-K (as filed with the SEC), if certified as required in this clause (b), shall satisfy such delivery requirement in this clause), together with a certificate from a Financial Officer of the Borrower (a “Compliance Certificate”) containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in Sections 6.14 through 6.18 and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Offi- Table of Contents cer has not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officer has become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it, and concurrently with the delivery of the foregoing financial statements, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory which certificate may be limited to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, extent required by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Kaccounting rules or guidelines); (c) concurrently with as soon as available and in any event within 30 days after the delivery end of financial each month, commencing October 31, 2002, a consolidated balance sheet of the Borrower and its Subsidiaries and related statements pursuant to Section 5.01(aof operations and stockholders’ equity as of the end of and for such fiscal month and the then elapsed portion of the fiscal year; (d) as soon as available and in any event within 45 days (or (b)such shorter period as may be required for the filing of the Borrower’s Form 10-Q by the SEC) after the end of each Fiscal Quarter, a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants Sections 6.14 through 6.18 and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, and in any event within ten days, after becoming aware of the occurrence of any Default or Event of Default, a statement of a Financial Officer of Borrower setting forth reasonable details of such Default or Event of Default and the action which Borrower has taken and proposes to take with respect thereto; (g) promptly, and in any event within ten Business Days, after (i) the occurrence of any adverse development with respect to any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative Agent, copies of all documentation relating thereto; (h) promptly after the sending or filing thereof, copies of all reports, registration statements or other materials (including affidavits with respect to reports) which Holdco or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (i) promptly upon becoming aware of the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Agent, the Administrative Collateral Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information (except, in the case of non-public information:, as any such Lender shall have notified the Borrower and the Administrative Agent in writing that such Lender shall not be furnished with such financial statements, reports, notices and information): (a) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Borrower, 2007, (i) a unaudited consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries (including the Special Purpose Subsidiary) as of the end of such Fiscal Quarter Quarter, together with the related unaudited consolidated and consolidated consolidating statements of earnings operations, changes in stockholder's equity and cash flow of the Borrower and its Subsidiaries (including the Special Purpose Subsidiary) for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, setting forth the comparative amounts for the corresponding Fiscal Quarter (including and portion of the previous Fiscal Year to the extent required to be included on financial statements to be filed on a note Form 10-Q filed with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))SEC, certified by a Financial the chief financial or accounting Authorized Officer of the Borrower as being fairly presenting stated in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (iisubject to normal year-end audit adjustments) a narrative report and management’s discussion and analysisand, in a form reasonably satisfactory to the Administrative Agent, respect of the consolidating financial condition and results of operations for such Fiscal Quarter and statements, when considered in conjunction with the then elapsed portion of the Fiscal Yearrelated consolidated financial statements, taken as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)whole; (b) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 90 days after the end of each Fiscal Year of Borrower thereafterthe Borrower, a copy of the annual audit report audited consolidated and unaudited consolidating financial statements for such Fiscal Year for SFAC New Holdings and the Borrower and its Subsidiariestheir respective Subsidiaries (including the Special Purpose Subsidiary), including therein a consolidated and consolidating balance sheet of SFAC New Holdings and the Borrower and its their respective Subsidiaries (including the Special Purpose Subsidiary) as of the end of such Fiscal Year Year, together with the related consolidated and consolidated consolidating statements of earnings operations, changes in stockholder's equity and cash flow of SFAC New Holdings and the Borrower and its their respective Subsidiaries (including the Special Purpose Subsidiary) for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Year, in each case certified (i) in respect of the annual audited financial statements, as audited (without any Impermissible Qualification) by an KPMG Peat Marwick, or any other internationally recognized firm of independent certified public accountants constituting one of the "Big Six" accounting firms or another internationally recognized firm reasonably of independent certified public accountants acceptable to the Administrative AgentRequired Term Loan Lenders and the Required Revolving Credit Lenders, and concurrently together with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory certificate from such accountants as to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect thatwhether, in making the examination necessary for the signing of such certificateannual report by such accountants, such Financial Officers they have not become aware of any Default that has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default a statement as to the nature thereof and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered (ii) in respect of periods prior the annual unaudited consolidating financial statements, certified by the chief financial or accounting Authorized Officer of the Borrower as being fairly stated in all materials respects (subject to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance normal year-end adjustments) when considered in conjunction with the Financial Covenantsrelated consolidated financial statements, taken as a whole; (dc) as soon as practicable available and in any event no later than within 45 days after the end of each Fiscal Year, commencing with the beginning of month in each Fiscal Year 2008, a detailed of the Borrower the unaudited consolidated budget by Fiscal Quarter for such Fiscal Year and consolidating balance sheets of the Borrower and its Subsidiaries (including a projected the Special Purpose Subsidiary) and each Revolving Credit Borrower and its consolidated balance sheet and related consolidated statements of projected operations and cash flow Subsidiaries as of at the end of such month and the related unaudited (i) consolidated and consolidating statements of operations of the Borrower and its Subsidiaries (including the Special Purpose Subsidiary) and each Revolving Credit Borrower and its consolidated Subsidiaries for such month and the portion of the Fiscal Year through the end of such month, and (ii) statements of changes in stockholder's equity and cash flows of the Borrower and its Subsidiaries (including the Special Purpose Subsidiary) and each Revolving Credit Borrower and its consolidated Subsidiaries for the portion of the Fiscal Quarter during Year through the end of such Fiscal Yearmonth, certified by the chief financial or accounting Authorized Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit adjustments); (ed) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection concurrently with each annual, interim or special audit the delivery of the books financial statements referred to in clauses (a) and (b), a certificate executed by the chief financial or accounting Authorized Officer of Holdco the Borrower stating that, to the best of such Authorized Officer's knowledge, each Obligor during such period has observed or any performed all of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptlycovenants and other agreements, and satisfied every condition, contained in any event within ten daysthe Loan Documents to which it is a party to be observed, after becoming aware of the occurrence performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default, a statement of a Financial Officer of Borrower setting forth reasonable details of such Default or Event of Default and the action which Borrower has taken and proposes to take with respect thereto; (g) promptly, and in any event within ten Business Days, after (i) the occurrence of any adverse development with respect to any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative Agent, copies of all documentation relating thereto; (h) promptly after the sending or filing thereof, copies of all reports, registration statements or other materials (including affidavits with respect to reports) which Holdco or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (i) promptly upon becoming aware of the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase except as specified in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating theretocertificate; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. Borrower Holdings will furnish, or will cause to be furnished, to each Lender, the Administrative Agent Documentation Agent, the Issuer and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 30 days after the end of each fiscal month other than the last such month of any Fiscal Quarter of Holdings, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such month, together, in each case, with the related consolidated statements of income and cash flows for such month and for the period commencing at the end of the previous Fiscal Year and ending with the last day of such month, certified by the chief financial or accounting Authorized Officer of Holdings; (b) as soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing Holdings (or, if Holdings is required to file such information on a Form 10-Q with the Fiscal Quarter ending March 31Securities and Exchange Commission, 2007promptly following such filing), (i) a consolidated balance sheet of Borrower Holdings and its Subsidiaries as of the end of such Fiscal Quarter and Quarter, together, in each case, with the related consolidated statements of earnings income and cash flow of Borrower and its Subsidiaries flows for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Quarter, certified by a Financial the chief financial or accounting Authorized Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)Holdings; (bc) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 90 days after the end of each Fiscal Year of Borrower thereafterHoldings (or, if Holdings is required to file such information on a Form 10-K with the Securities and Exchange Commission, promptly following such filing), a copy of the annual audit report for such Fiscal Year for Borrower Holdings and its Subsidiaries, including therein a consolidated balance sheet of Borrower for Holdings and its Subsidiaries as of the end of such Fiscal Year and Year, together with the related consolidated statements of earnings income and cash flow of Borrower and its Subsidiaries flows for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an Price Waterhouse LLP or another nationally recognized firm of independent public accounting firm reasonably accountants acceptable to the Administrative AgentAgents, and concurrently together with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory certificate from such accountants as to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect thatwhether, in making the examination necessary for the signing of such certificateannual report by such accountants, such Financial Officers they have not become aware of any Default or Event that has occurred and is continuing or, if in the opinion of such accounting firm such a Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior a statement as to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenantsnature thereof; (d) together with the delivery of the financial information required pursuant to clauses (b) and (c), a Compliance Certificate, in substantially the form of Exhibit E, executed by the chief financial or accounting Authorized Officer of Holdings, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agents) compliance with, among other things, the financial covenants set forth in Section 7.2.4; (i) as soon as practicable available and in any event no later than 45 60 days after the end first day of each Fiscal YearYear of Holdings, commencing with the beginning of Fiscal Year 2008an annual budget, setting forth on a detailed consolidated budget by Fiscal Quarter monthly basis and in reasonable detail for such Fiscal Year (including a of Holdings and its Subsidiaries containing consolidated and consolidating projected consolidated balance sheet and related consolidated statements of projected operations earnings and cash flow as and (ii) together with the delivery of financial statements pursuant to clause (a), (b) or (c) above, a comparison of the end current year to date financial results (other than in respect of and for each Fiscal Quarter during such Fiscal Year); the balance sheets included therein) against the budgets required to be submitted pursuant to this clause (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit); (f) promptly, as soon as possible and in any event within ten days, five Business Days after becoming aware obtaining knowledge of the occurrence of any Default or Event of Default, a statement of a Financial the president, chief executive officer, treasurer, assistant treasurer, controller or chief financial or accounting Authorized Officer of the Borrower or Holdings setting forth reasonable details of such Default or Event of Default and the action which the Borrower or Holdings, as the case may be, has taken and or proposes to take with respect thereto; (g) promptly, as soon as possible and in any event within ten five Business Days, Days after (ix) the occurrence of any material adverse development with respect to any litigation, action action, proceeding, labor controversy, arbitration or governmental investigation or proceeding against a Loan Party or any of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect described in Section 6.7 or (iiy) the commencement of any labor controversy, litigation, action or action, proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebytype described in Section 6.7, notice thereof and, and of the action which the Borrower or Holdings has taken or proposes to the extent requested by the Administrative Agent, copies of all documentation relating take with respect thereto; (h) promptly after the sending or filing thereof, copies of all reports, reports and registration statements (other than exhibits thereto and any registration statement on Form S-8 or other materials (including affidavits with respect to reportsits equivalent) which Holdco or the Borrower, any of its Subsidiaries Parent Guarantor or any of their officers or directors respective Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; (i) promptly upon becoming as soon as practicable after the chief executive or chief financial or accounting Authorized Officer of Holdings or the chief executive or chief financial or accounting officer of a member of Holdings' Controlled Group becomes aware of the taking of any specific actions by Holdco, any of its Subsidiaries or any other Person (i) formal steps in writing to terminate any Pension Plan or (other than ii) the occurrence of any event with respect to a termination pursuant Pension Plan which, in the case of (i) or (ii), could reasonably be expected to Section 4041(bresult in a contribution to such Pension Plan by (or a liability to) Holdings or a member of the Holdings' Controlled Group in excess of $1,000,000, (iii) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under section 302(f) of ERISA ERISA, (iv) the taking of any action with respect to a Pension Plan which can could reasonably be completed without Holdco, expected to result in the requirement that Holdings or any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition furnish a bond to the normal contribution required for the plan year in which termination occurs to make PBGC or such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of (v) any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any material increase in the contingent liability of a Loan Party Holdings or any of its Subsidiaries with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effectbenefit, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, soon as possible and in any event within five Business DaysDays after the delivery thereof, notice copies of all notices, agreements or documents delivered pursuant to the Senior Subordinated Note Documents and each other agreement for borrowed money to which any Parent Guarantor, the Borrower or any their respective Subsidiaries is a party and with a commitment or outstandings exceeding $3,000,000, except for such notices, agreements or documents delivered pursuant to the terms hereof; (k) on November 30, 2002, a certificate from an Authorized Officer of the Borrower, dated as of such date, in which certificate such Authorized Officer shall certify that all actions necessary for the continued perfection of the Administrative Agent's Liens on all Collateral (as defined in each Loan Document) for the period from the fifth anniversary of the Closing Date until the Stated Maturity Date for Existing Term C Loans and Additional Term C Loans have been taken (including all recordings, registerings, filings, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other development that has had a Material Adverse Effect;instruments of further assurance as is necessary to ensure such continued perfection); and (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco the Borrower, any Parent Guarantor or any of its their respective Subsidiaries as any Lender through the Administrative any Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Creditor Party and the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) Weekly Reporting -- on the last Business Day of each week, (i) a Borrowing Base Certificate setting forth a calculation of the Borrowing Base as of the last Business Day of the preceding week; and (ii) a Weekly P&L Statement in respect of the preceding week; (b) Fiscal Periodic Reporting -- (i) as soon as available and in any event within 45 26 days after the end of each of the first three twelve Fiscal Quarters Periods of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31Year, 2007, (i) a consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter Period and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year Period and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))Period, certified as true and correct by a Financial the chief financial Authorized Officer of the Borrower as fairly presenting in all material respects (the parties hereto acknowledge that such financial positionstatements will not have been audited, results and that the annual audit of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory may require adjustments to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Qfigures presented therein); (bii) as soon as available and in any event within (x) 120 26 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of each Fiscal Year 2006 Period of each Fiscal Year, a comparison of (it being agreed that Borrower shall furnish unaudited management accounts in A) the form of a actual consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Period and actual consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Period and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Period (the parties hereto acknowledge that such financial statements will not have been audited, and that the annual audit of the Borrower may require adjustments to the figures presented therein), with (1) Capitalized terms used in this Appendix A are defined in Section 3 of this Appendix A. (B) the budgeted consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Period and the budgeted consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Period and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Period, in each case, contained in the most recent Rolling Projection (defined below), certified as true and correct by the chief financial Authorized Officer of the Borrower; (iii) as soon as available and in any event within 26 days after the end of each of the first twelve Fiscal Periods of each Fiscal Year and within 90 days after the end of the last Fiscal Period of each Fiscal Year, a certificate, executed by the chief financial Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agent and each Creditor Party) compliance with the financial covenants set forth in Section 2.4; and (iv) as soon as available and in any event within 30 days after the end of each Fiscal Period of each Fiscal Year, a management report describing in detail the Company's results of operations during such Fiscal Period and explaining, among other things, (x) any material variances demonstrated by the comparison delivered in respect of such Fiscal Period pursuant to clause (ii) above and (y) any failure to comply with financial covenants identified in the certificate delivered in respect of such Fiscal Period pursuant to clause (iii) above; (c) Quarterly Reporting -- as soon as available and in any event within 45 days after the end of each of Fiscal Quarter of each Fiscal Year, a projection (each, a "Rolling Projection"), for each of the thirteen Fiscal Periods next succeeding the last day of such Fiscal Quarter, of the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such next succeeding Fiscal Period and the budgeted consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for each such next succeeding Fiscal Period and for the period commencing at the end of such Fiscal Quarter and ending with the end of each such next succeeding Fiscal Period, certified as true and correct by the chief financial Authorized Officer of the Borrower; (d) Annual Reporting -- (i) as soon as available and in any event within 90 days after the end of each Fiscal Year of the Borrower, a copy of the annual audit report (including, without limitation, any accompanying or related auditor's letter and the Borrower's responses thereto) for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably in a manner acceptable to the Administrative Agent, Agent and concurrently with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios Creditor Parties by Coopers & Lybr▇▇▇ ▇▇ other independent public accountants acceptable to the Agent and restrictions contained in each of the Financial Covenants and Creditor Parties, together with a certificate from such accountants to the effect that, in making the examination necessary for the signing of such certificateannual report by such accountants, such Financial Officers they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers they have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided provided, however, that Compliance Certificates delivered in respect the case of periods prior to the Company's financial statements for the Fiscal Quarter ending March Year ended May 31, 20071996, such audit opinion shall be delivered not be required to include computations showing compliance with the Financial Covenantslater than September 13, 1996; (dii) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing together with the beginning financial reports delivered pursuant to paragraph (i) of Fiscal Year 2008this Section 1.1(d), a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as certificate of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants (i) stating that in collection with each annualmaking the examination necessary for expressing an opinion on such financial statements, interim nothing came to their attention that caused them to believe that there is in existence or special audit has occurred any Default or Event of Default under any of the books of Holdco or any of its Subsidiaries made by such accountantsFinancing Agreements (as defined in the Intercreditor Agreement) or, including any final management letters submitted by if such accountants to management in connection with their annual audit; (f) promptly, and in any event within ten days, after becoming aware of the occurrence shall have obtained knowledge of any such Default or Event of Default, describing the nature thereof and the length of time it has existed and (ii) acknowledging that the Creditor Parties may rely on their opinion on such financial statements; (e) Defaults -- as soon as possible and in any event within three days after the occurrence of each Default, a statement of a Financial the chief financial Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (gf) promptly, Litigation -- as soon as possible and in any event within ten Business Days, three days after (ix) the occurrence of any adverse development with respect to any litigation, action action, proceeding, or proceeding against a Loan Party or any labor controversy described in Section 6.7 of its Subsidiaries that, would reasonably be expected to have a Material Adverse Effect the Bank Credit Agreement or (iiy) the commencement of any labor controversy, litigation, action or action, proceeding against a Loan Party or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative Agent, copies of all documentation relating thereto; (h) promptly after the sending or filing thereof, copies of all reports, registration statements or other materials (including affidavits with respect to reports) which Holdco or any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchange; (i) promptly upon becoming aware of the taking type described in Section 6.7 of any specific actions by Holdco, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse EffectBank Credit Agreement, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish each Lender and the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 ninety (90) days after the end of each of the first three Fiscal Quarters of in each Fiscal Year of Borrower commencing the Borrower, beginning with the Fiscal Quarter ending on March 31, 20072024, duplicate unaudited copies of, (i) a consolidated balance sheet of the Borrower and its Subsidiaries Parent as of at the end of such Fiscal Quarter Quarter, and (ii) consolidated statements of earnings income, changes in shareholders’ equity and cash flow flows of the Borrower and its Subsidiaries Parent, for such Fiscal Quarter and (in the case of the second and third Fiscal Quarters) for the same period portion of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case in comparative form the figures for the corresponding periods in the prior Fiscal Year previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and for certified by an Authorized Financial Officer as fairly presenting, in all material respects, the period commencing at financial position of the Borrower Parent and the results of its operations and cash flow, subject to changes resulting from year-end adjustments; 100 Big 5 Refinancing – Intermediate Holdco 1 Credit Agreement (b) within one hundred fifty (150) days after the end of the previous each Fiscal Year and of the Borrower, commencing with the Fiscal Year ending with December 31, 2024, duplicate audited copies of (i) a consolidated balance sheet of the Borrower Parent as at the end of such Fiscal Quarter Year, and (including a note with a ii) consolidated statement statements of revenuesincome, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of the Borrower and its Subsidiaries Parent for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP consistently appliedGAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Borrower Parent and the results of its operations and cash flow and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (i) concurrently with the delivery of the financial information pursuant to clauses (a) and (b), a Compliance Certificate (A) stating that no Default or Event of Default has occurred and is continuing (or, if a Default or Event of Default has occurred, specifying the details of such Default or Event of Default, as applicable, and the action that the Borrower has taken or proposes to take with respect thereto) and (B) setting forth the calculation required to establish the Debt Service Coverage Ratio for the period of two (2) consecutive completed Semi-Annual Periods of the Borrower ending on the last day of the Fiscal Quarter or Fiscal Year reported on in the financial statements delivered and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to upon request by the Administrative Agent, the Borrower shall make an Authorized Officer of the Borrower available for a telephonic meeting (at such time as may be agreed between the Borrower and the Administrative Agent) with the Administrative Agent and Lenders within ten (10) Business Days following delivery of the financial condition information delivered pursuant to clauses (a) and results of operations for (b) to discuss such Fiscal Quarter and financial information; (d) Concurrently with the then elapsed portion of the Fiscal Year, as compared delivery thereof to the comparable periods in administrative agents under the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory Senior Loan Documents, deliver to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion a copy of the Fiscal YearOperating Budget as defined in, showing varianceand pursuant to, by dollar amount and percentage, from amounts for Section 7.1(d) of the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q);Senior Holdco 1 Credit Agreement. (be) as soon as available and in any event within no later than forty-five (x45) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such any Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statementsQuarter, (i) notice of any material modification or supplement of a narrative report Material Project Document or Tax Equity Document (together with a copy thereof), and management’s discussion and analysisthe execution of any Additional Material Project Document (together with a copy thereof), in a form reasonably satisfactory to other than any such material modification or supplement, or Additional Material Project Document entered into with the consent of the Administrative AgentAgent and Lenders as required by the terms of this Agreement, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management an operating report in a the form reasonably satisfactory delivered by the Operator to the Administrative Agent setting forth statement Borrower or the applicable Project Company, reflecting the actual operating information of income items and Consolidated EBITDA of the Borrower or such Project Company for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such Quarter based on information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing actually received as of such certificate, such Financial Officers have not become aware of any Default date by the Borrower or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual auditProject Company; (f) promptly, and in any event within ten days, five (5) Business Days after becoming aware an Authorized Officer of the Borrower obtains actual knowledge of the occurrence and continuance thereof of any event or condition which constitutes a Default or Event of Default, a statement written notice specifying 101 Big 5 Refinancing – Intermediate Holdco 1 Credit Agreement the nature and period of a Financial Officer of existence thereof and what action the Borrower setting forth reasonable details of such Default is taking or Event of Default and the action which Borrower has taken and proposes to take with respect thereto; (g) promptly, and in any event within ten five (5) Business Days, Days after (i) an Authorized Officer of the occurrence Borrower becomes aware of any adverse development of the following, a written notice setting forth the nature thereof and the action, if any, that the Borrower or an ERISA Affiliate proposes to take with respect to any litigationevent, action transaction or proceeding against a Loan Party condition that could reasonably be expected to result in the incurrence of any liability by any Obligor or any ERISA Affiliate pursuant to Title I or IV of its Subsidiaries thatERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3(3) of ERISA), would or in the imposition of any Lien on any of the rights, properties or assets of the Borrower (including on account any ERISA Affiliate) pursuant to Title I or IV of ERISA or such penalty or excise tax provisions of the Code, if, in each case, such liability or Lien, taken together with any other such liabilities or such Liens then existing, could reasonably be expected to have a Material Adverse Effect or Effect; (iih) the commencement promptly, and in any event within thirty (30) days of receipt thereof, copies of any litigationnotice to any Company Entity from any Governmental Authority relating to the ownership, action operation or proceeding against a Loan Party or maintenance of any of its Subsidiaries Project that would could reasonably be expected to have a Material Adverse Effect Effect; (i) within ten (10) days following the date on which the Borrower’s auditors resign or the Borrower elects to change auditors, as the case may be, notification thereof, together with such further information as the Administrative Agent may reasonably request; (j) promptly, and in any event within ten (10) Business Days after an Authorized Officer of the Borrower obtains actual knowledge of the following; provided, however, in each case that disputesthe Borrower may maintain as confidential such actions, suits, proceedings, notices, correspondence, documents, and filings required to be maintained as confidential under Applicable Law: (i) (x) any material litigation instituted or threatened in writing, or seeks material investigation is commenced, against any Company Entity or (y) any judgment is entered against any Company Entity the subject of which could reasonably be expected to invalidatehave a Material Adverse Effect, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative AgentAgent requests, copies of all documentation relating thereto; (hii) promptly after the sending or filing thereofoccurrence of a Material Adverse Effect, notice thereof and, to the extent the Administrative Agent requests, copies of all reportsdocumentation relating thereto; (iii) any Casualty Event or Event of Eminent Domain in excess of five million dollars ($5,000,000) or any initiation of any condemnation proceedings involving all of any Project or its Real Property or any material portion thereof; (iv) (x) cancellation, registration statements revocation, non-renewal or other materials loss of any material Governmental Approval required for any Company Entity or the ownership, operation or maintenance of its Project, (including affidavits y) material dispute between a Company Entity and any Governmental Authority in respect of any material Governmental Approval and (z) any 102 Big 5 Refinancing – Intermediate Holdco 1 Credit Agreement material notice relating to the ownership, operation or maintenance of any Project delivered by any Obligor to any Governmental Authority; (v) a copy of any material written notice or report received or sent by a Company Entity under a Tax Equity Document or Material Project Documents, limited to copies of all material notices of (x) any event of default, force majeure event or termination event received by a Company Entity with respect to reportsany Material Project Document and (y) which Holdco a change of manager or any of its Subsidiaries or indemnity claims made under any of their officers or directors files with the SEC or any national securities exchangeTax Equity Document; (ivi) promptly upon becoming aware of any such actions, suits, or proceedings by a Governmental Authority involving an actual or alleged violation by the taking of any specific actions by HoldcoSponsor, any of its Subsidiaries Controlled Affiliate or any other Person to terminate Company Entity of Anti-Corruption Laws or Sanctions; (vii) any Pension Plan material change in accounting policies or financial reporting practices by any Company Entity; (other than a termination pursuant to Section 4041(bviii) any (A) noncompliance with or liability under any Environmental Law or Governmental Approval thereunder by any Company Entity, (B) Environmental Claim against any Company Entity or (C) Release of ERISA which can be completed without HoldcoHazardous Materials on or from any real property owned or operated by the Project Companies that, in any case of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient(A)-(C), whether individually or in the occurrence of an ERISA Event which aggregate, has resulted in or could reasonably be expected to result in a Lien on the assets Material Adverse Effect; and (ix) notice of any Loan Party matter or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would condition that could reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other financial and other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject including information and reports in such detail as the Administrative Agent may request with respect to confidentiality requirement imposed by lawthe terms of and information provided pursuant to the Compliance Certificate and with respect to reconciling the financial information required to be delivered pursuant to Section 7.1(a) and (b) with the Operating Budget and the Base Case Model; (l) all identifying documentation and other information that a Lender reasonably requests, in order to comply with its ongoing obligations under applicable “know your customer” provisions of Anti-Money Laundering Laws, including the PATRIOT Act; and (m) with respect promptly after an Authorized Officer of the Borrower obtains actual knowledge thereof, any change in the information provided in the Beneficial Ownership Certification that would result in a change to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(alist of beneficial owners identified in parts (c) or (bd) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with of such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04certification.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish each Lender and the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 ninety (90) days after the end of each of the first three Fiscal Quarters of in each Fiscal Year of Borrower commencing the Borrower, beginning with the Fiscal Quarter ending on March 31, 20072024, duplicate unaudited copies of, (i) a consolidated balance sheet of the Borrower and its Subsidiaries Parent as of at the end of such Fiscal Quarter Quarter, and (ii) consolidated statements of earnings income, changes in shareholders’ equity and cash flow flows of the Borrower and its Subsidiaries Parent, for such Fiscal Quarter and (in the case of the second and third Fiscal Quarters) for the same period portion of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case in comparative form the figures for the corresponding periods in the prior Fiscal Year previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and for certified by an Authorized Financial Officer as fairly presenting, in all material respects, the period commencing at financial position of the Borrower Parent and the results of its operations and cash flow, subject to changes resulting from year-end adjustments; (b) within one hundred fifty (150) days after the end of the previous each Fiscal Year and of the Borrower, commencing with the Fiscal Year ending with December 31, 2024, duplicate audited copies of (i) a consolidated balance sheet of the Borrower Parent as at the end of such Fiscal Quarter Year, and (including a note with a ii) consolidated statement statements of revenuesincome, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of the Borrower and its Subsidiaries Parent for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP consistently appliedGAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Borrower Parent and the results of its operations and cash flow and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such 102 Big 5 Refinancing – Intermediate Holdco 2 Credit Agreement financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (i) concurrently with the delivery of the financial information pursuant to clauses (a) and (b), a Compliance Certificate (A) stating that no Default or Event of Default has occurred and is continuing (or, if a Default or Event of Default has occurred, specifying the details of such Default or Event of Default, as applicable, and the action that the Borrower has taken or proposes to take with respect thereto) and (B) setting forth the calculation required to establish the Debt Service Coverage Ratio for the period of two (2) consecutive completed Semi-Annual Periods of the Borrower ending on the last day of the Fiscal Quarter or Fiscal Year reported on in the financial statements delivered and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to upon request by the Administrative Agent, the Borrower shall make an Authorized Officer of the Borrower available for a telephonic meeting (at such time as may be agreed between the Borrower and the Administrative Agent) with the Administrative Agent and Lenders within ten (10) Business Days following delivery of the financial condition information delivered pursuant to clauses (a) and results of operations for (b) to discuss such Fiscal Quarter and financial information; (d) Concurrently with the then elapsed portion of the Fiscal Year, as compared delivery thereof to the comparable periods in administrative agents under the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory Senior Loan Documents, deliver to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion a copy of the Fiscal YearOperating Budget as defined in, showing varianceand pursuant to, by dollar amount and percentage, from amounts for Section 7.1(d) of the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q);Senior Holdco 1 Credit Agreement. (be) as soon as available and in any event within no later than forty-five (x45) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such any Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statementsQuarter, (i) notice of any material modification or supplement of a narrative report Material Project Document or Tax Equity Document (together with a copy thereof), and management’s discussion and analysisthe execution of any Additional Material Project Document (together with a copy thereof), in a form reasonably satisfactory to other than any such material modification or supplement, or Additional Material Project Document entered into with the consent of the Administrative AgentAgent and Lenders as required by the terms of this Agreement, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management an operating report in a the form reasonably satisfactory delivered by the Operator to the Administrative Agent setting forth statement Borrower or the applicable Project Company, reflecting the actual operating information of income items and Consolidated EBITDA of the Borrower or such Project Company for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such Quarter based on information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing actually received as of such certificate, such Financial Officers have not become aware of any Default date by the Borrower or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual auditProject Company; (f) promptly, and in any event within ten days, five (5) Business Days after becoming aware an Authorized Officer of the Borrower obtains actual knowledge of the occurrence and continuance thereof of any event or condition which constitutes a Default or Event of Default, a statement written notice specifying the nature and period of a Financial Officer of existence thereof and what action the Borrower setting forth reasonable details of such Default is taking or Event of Default and the action which Borrower has taken and proposes to take with respect thereto; (g) promptly, and in any event within ten five (5) Business Days, Days after (i) an Authorized Officer of the occurrence Borrower becomes aware of any adverse development of the following, a written notice setting forth the nature thereof and the action, if any, that the Borrower or an ERISA Affiliate proposes to take with respect to any litigationevent, action transaction or proceeding against a Loan Party condition that could reasonably be expected to result in the incurrence of any liability by any Obligor or any ERISA Affiliate pursuant to Title I or IV of its Subsidiaries thatERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3(3) of ERISA), would or in the imposition of any Lien on any of the rights, properties or assets of the Borrower (including on account any ERISA Affiliate) pursuant to Title I or IV of ERISA or such penalty or excise tax provisions of the Code, if, in each case, such liability or Lien, taken together with any other such liabilities or such Liens then existing, could reasonably be expected to have a Material Adverse Effect or Effect; (iih) the commencement promptly, and in any event within thirty (30) days of receipt thereof, copies of any litigationnotice to any Company Entity from any Governmental Authority relating to the ownership, action operation or proceeding against a Loan Party or maintenance of any of its Subsidiaries Project that would could reasonably be expected to have a Material Adverse Effect Effect; (i) within ten (10) days following the date on which the Borrower’s auditors resign or the Borrower elects to change auditors, as the case may be, notification thereof, together with such further information as the Administrative Agent may reasonably request; (j) promptly, and in any event within ten (10) Business Days after an Authorized Officer of the Borrower obtains actual knowledge of the following; provided, however, in each case that disputesthe Borrower may maintain as confidential such actions, suits, proceedings, notices, correspondence, documents, and filings required to be maintained as confidential under Applicable Law: (i) (x) any material litigation instituted or threatened in writing, or seeks material investigation is commenced, against any Company Entity or (y) any judgment is entered against any Company Entity the subject of which could reasonably be expected to invalidatehave a Material Adverse Effect, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative AgentAgent requests, copies of all documentation relating thereto; (hii) promptly after the sending or filing thereofoccurrence of a Material Adverse Effect, notice thereof and, to the extent the Administrative Agent requests, copies of all reportsdocumentation relating thereto; (iii) any Casualty Event or Event of Eminent Domain in excess of five million dollars ($5,000,000) or any initiation of any condemnation proceedings involving all of any Project or its Real Property or any material portion thereof; (iv) (x) cancellation, registration statements revocation, non-renewal or other materials loss of any material Governmental Approval required for any Company Entity or the ownership, operation or maintenance of its Project, (including affidavits y) material dispute between a Company Entity and any Governmental Authority in respect of any material Governmental Approval and (z) any material notice relating to the ownership, operation or maintenance of any Project delivered by any Obligor to any Governmental Authority; (v) a copy of any material written notice or report received or sent by a Company Entity under a Tax Equity Document or Material Project Documents, limited to copies of all material notices of (x) any event of default, force majeure event or termination event received by a Company Entity with respect to reportsany Material Project Document and (y) which Holdco a change of manager or any of its Subsidiaries indemnity claims made under any Tax Equity Document; 104 Big 5 Refinancing – Intermediate Holdco 2 Credit Agreement (vi) any such actions, suits, or proceedings by a Governmental Authority involving an actual or alleged violation by the Sponsor, any Controlled Affiliate or any Company Entity of their officers Anti-Corruption Laws or directors files with the SEC or any national securities exchangeSanctions; (ivii) promptly upon becoming aware any material change in accounting policies or financial reporting practices by any Company Entity; (viii) any (A) noncompliance with or liability under any Environmental Law or Governmental Approval thereunder by any Company Entity, (B) Environmental Claim against any Company Entity or (C) Release of Hazardous Materials on or from any real property owned or operated by the taking Project Companies that, in any case of any specific actions by Holdco, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficientA)-(C), whether individually or in the occurrence of an ERISA Event which aggregate, has resulted in or could reasonably be expected to result in a Lien on the assets Material Adverse Effect; and (ix) notice of any Loan Party matter or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would condition that could reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other financial and other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject including information and reports in such detail as the Administrative Agent may request with respect to confidentiality requirement imposed by lawthe terms of and information provided pursuant to the Compliance Certificate and with respect to reconciling the financial information required to be delivered pursuant to Section 7.1(a) and (b) with the Operating Budget and the Base Case Model; (l) all identifying documentation and other information that a Lender reasonably requests, in order to comply with its ongoing obligations under applicable “know your customer” provisions of Anti-Money Laundering Laws, including the PATRIOT Act; and (m) with respect promptly after an Authorized Officer of the Borrower obtains actual knowledge thereof, any change in the information provided in the Beneficial Ownership Certification that would result in a change to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(alist of beneficial owners identified in parts (c) or (bd) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with of such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04certification.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish each Lender and the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 ninety (90) days after the end of each of the first three Fiscal Quarters of in each Fiscal Year of Borrower commencing the Borrower, beginning with the Fiscal Quarter ending on March 31, 20072024, duplicate unaudited copies of, (i) a consolidated balance sheet of the Borrower and its Subsidiaries Parent as of at the end of such Fiscal Quarter Quarter, and (ii) consolidated statements of earnings income, changes in shareholders’ equity and cash flow flows of the Borrower and its Subsidiaries Parent, for such Fiscal Quarter and (in the case of the second and third Fiscal Quarters) for the same period portion of the Fiscal Year ending with such Fiscal Quarter, setting forth in each case in comparative form the figures for the corresponding periods in the prior Fiscal Year previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and for certified by an Authorized Financial Officer as fairly presenting, in all material respects, the period commencing at financial position of the Borrower Parent and the results of its operations and cash flow, subject to changes resulting from year-end adjustments; (b) within one hundred fifty (150) days after the end of the previous each Fiscal Year and of the Borrower, commencing with the Fiscal Year ending with December 31, 2024, duplicate audited copies of (i) a consolidated balance sheet of the Borrower Parent as at the end of such Fiscal Quarter Year, and (including a note with a ii) consolidated statement statements of revenuesincome, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of the Borrower and its Subsidiaries Parent for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP consistently appliedGAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Borrower Parent and the results of its operations and cash flow and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (i) concurrently with the delivery of the financial information pursuant to clauses (a) and (b), a Compliance Certificate (A) stating that no Default or Event of Default has occurred and is continuing (or, if a Default or Event of Default has occurred, specifying the details of such Default or Event of Default, as applicable, and the action that the Borrower has taken or proposes to take with respect thereto) and (B) setting forth the calculation required to establish the Debt Service Coverage Ratio for the period of two (2) consecutive completed Semi-Annual Periods of the Borrower ending on the last day of the Fiscal Quarter or Fiscal Year reported on in the financial statements delivered and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to upon request by the Administrative Agent, the Borrower shall make an Authorized Officer of the Borrower available for a telephonic meeting (at such time as may be agreed between the Borrower and the Administrative Agent) with the Administrative Agent and Lenders within ten (10) Business Days following delivery of the financial condition information delivered pursuant to clauses (a) and results (b) to discuss such financial information; (d) no earlier than sixty (60) days and no later than thirty (30) days prior to the commencement of operations for such any Fiscal Quarter and the then elapsed portion Year of the Fiscal Year, as compared to Borrower thereafter (commencing with the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory starting January 1, 2025), deliver to the Administrative Agent setting a copy of the proposed Operating Budget for such year with respect to the operation and maintenance of the Projects and each Tax Equity Partnership, such proposed Operating Budget to include all Operation and Maintenance Expenses and Debt Service and other costs for the period, to the conclusion of the subsequent full Fiscal Year thereafter, and for the corresponding periods with respect to each subsequent annual operating budget, in substantially the form presented in the Base Case Model (each, an “Operating Budget”). No proposed Operating Budget shall be adopted or implemented by the Borrower without the prior written consent of the Administrative Agent; provided that no consent shall be required for the adoption or implementation of a proposed Operating Budget if the Operation and Maintenance Expenses set forth statement in such proposed Operating Budget do not exceed one hundred and twenty percent (120%) of income items and Consolidated EBITDA of Borrower those amounts for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods Year set forth in the previous Fiscal Year and budgeted amounts (it being understood that any such information may Base Case Model. Copies of each final Operating Budget adopted shall be furnished in to the form of a Form 10-Q)Administrative Agent promptly upon its adoption; (be) as soon as available and in any event within no later than forty-five (x45) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such any Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statementsQuarter, (i) notice of any material modification or supplement of a narrative report Material Project Document or Tax Equity Document (together with a copy thereof), and management’s discussion and analysisthe execution of any Additional Material Project Document (together with a copy thereof), in a form reasonably satisfactory to other than any such material modification or supplement, or Additional Material Project Document entered into with the consent of the Administrative AgentAgent and Lenders as required by the terms of this Agreement, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management an operating report in a the form reasonably satisfactory delivered by the Operator to the Administrative Agent setting forth statement Borrower or the applicable Project Company, reflecting the actual operating information of income items and Consolidated EBITDA of the Borrower or such 112 Big 5 Refinancing – Senior 2 Credit Agreement Project Company for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such Quarter based on information may be furnished in the form of a Form 10-K); (c) concurrently with the delivery of financial statements pursuant to Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing actually received as of such certificate, such Financial Officers have not become aware of any Default date by the Borrower or Event of Default that has occurred and is continuing, or, if such Financial Officers have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual auditProject Company; (f) promptly, and in any event within ten days, five (5) Business Days after becoming aware an Authorized Officer of the Borrower obtains actual knowledge of the occurrence and continuance thereof of any event or condition which constitutes a Default or Event of Default, a statement written notice specifying the nature and period of a Financial Officer of existence thereof and what action the Borrower setting forth reasonable details of such Default is taking or Event of Default and the action which Borrower has taken and proposes to take with respect thereto; (g) promptly, and in any event within ten five (5) Business Days, Days after (i) an Authorized Officer of the occurrence Borrower becomes aware of any adverse development of the following, a written notice setting forth the nature thereof and the action, if any, that the Borrower or an ERISA Affiliate proposes to take with respect to any litigationevent, action transaction or proceeding against a Loan Party condition that could reasonably be expected to result in the incurrence of any liability by any Company Entity or any ERISA Affiliate pursuant to Title I or IV of its Subsidiaries thatERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3(3) of ERISA), would or in the imposition of any Lien on any of the rights, properties or assets of the Borrower (including on account any ERISA Affiliate) pursuant to Title I or IV of ERISA or such penalty or excise tax provisions of the Code, if, in each case, such liability or Lien, taken together with any other such liabilities or such Liens then existing, could reasonably be expected to have a Material Adverse Effect or Effect; (iih) the commencement promptly, and in any event within thirty (30) days of receipt thereof, copies of any litigationnotice to any Company Entity from any Governmental Authority relating to the ownership, action operation or proceeding against a Loan Party or maintenance of any of its Subsidiaries Project that would could reasonably be expected to have a Material Adverse Effect Effect; (i) within ten (10) days following the date on which the Borrower’s auditors resign or the Borrower elects to change auditors, as the case may be, notification thereof, together with such further information as the Administrative Agent may reasonably request; (j) promptly, and in any event within ten (10) Business Days after an Authorized Officer of the Borrower obtains actual knowledge of the following; provided, however, in each case that disputesthe Borrower may maintain as confidential such actions, suits, proceedings, notices, correspondence, documents, and filings required to be maintained as confidential under Applicable Law: (i) (x) any material litigation instituted or threatened in writing, or seeks material investigation is commenced, against any Company Entity or (y) any judgment is entered against any Company Entity the subject of which could reasonably be expected to invalidatehave a Material Adverse Effect, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative AgentAgent requests, copies of all documentation relating thereto; (hii) promptly after the sending or filing thereofoccurrence of a Material Adverse Effect, notice thereof and, to the extent the Administrative Agent requests, copies of all reportsdocumentation relating thereto; 113 Big 5 Refinancing – Senior 2 Credit Agreement (iii) any Casualty Event or Event of Eminent Domain in excess of five million dollars ($5,000,000) or any initiation of any condemnation proceedings involving all of any Project or its Real Property or any material portion thereof; (iv) (x) cancellation, registration statements revocation, non-renewal or other materials loss of any material Governmental Approval required for any Company Entity or the ownership, operation or maintenance of its Project, (including affidavits y) material dispute between a Company Entity and any Governmental Authority in respect of any material Governmental Approval and (z) any material notice relating to the ownership, operation or maintenance of any Project delivered by any Obligor to any Governmental Authority; (v) a copy of any material written notice or report received or sent by a Company Entity under a Tax Equity Document or Material Project Documents, limted to copies of all material notices of (x) any event of default, force majeure event or termination event received by a Company Entity with respect to reportsany Material Project Document and (y) which Holdco a change of manager or indemnity claims made under any of its Subsidiaries or any of their officers or directors files with the SEC or any national securities exchangeTax Equity Document; (ivi) promptly upon becoming aware of any such actions, suits, or proceedings by a Governmental Authority involving an actual or alleged violation by the taking of any specific actions by HoldcoSponsor, any of its Subsidiaries Controlled Affiliate or any other Person to terminate Company Entity of Anti-Corruption Laws or Sanctions; (vii) any Pension Plan material change in accounting policies or financial reporting practices by any Company Entity; (other than a termination pursuant to Section 4041(bviii) any (A) noncompliance with or liability under any Environmental Law or Governmental Approval thereunder by any Company Entity, (B) Environmental Claim against any Company Entity or (C) Release of ERISA which can be completed without HoldcoHazardous Materials on or from any real property owned or operated by the Project Companies that, in any case of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient(A)-(C), whether individually or in the occurrence of an ERISA Event which aggregate, has resulted in or could reasonably be expected to result in a Lien on the assets Material Adverse Effect; and (ix) notice of any Loan Party matter or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would condition that could reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Days, notice of any other development that has had a Material Adverse Effect; (l) promptly, from time to time, such other financial and other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject including information and reports in such detail as the Administrative Agent may request with respect to confidentiality requirement imposed by lawthe terms of and information provided pursuant to the Compliance Certificate and with respect to reconciling the financial information required to be delivered pursuant to Section 7.1(a) and (b) with the Operating Budget and the Base Case Model; 114 Big 5 Refinancing – Senior 2 Credit Agreement (l) all identifying documentation and other information that a Lender reasonably requests, in order to comply with its ongoing obligations under applicable “know your customer” provisions of Anti-Money Laundering Laws, including the PATRIOT Act; and (m) with respect promptly after an Authorized Officer of the Borrower obtains actual knowledge thereof, any change in the information provided in the Beneficial Ownership Certification that would result in a change to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(alist of beneficial owners identified in parts (c) or (bd) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with of such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04certification.

Financial Information, Reports, Notices, etc. Borrower The Loan Parties will furnish, or will cause to be furnished, to the Administrative Agent and for distribution to each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within 45 90 days after the end of each Fiscal Year (or such earlier date on which Parent is required to file a Form 10-K under the Exchange Act), a consolidated balance sheet of Parent and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of operations, cash flows and stockholders’ equity for such Fiscal Year, in comparative form with such financial statements as of the end of, and for, the preceding Fiscal Year, and notes thereto (including a note with a consolidating balance sheet and statements of operations and cash flows separating out Parent, Borrower, the Subsidiary Loan Parties and the Subsidiaries that are not Loan Parties), all prepared in accordance with Regulation S-X and accompanied by (i) an opinion of PricewaterhouseCoopers LLP or another independent registered public accounting firm of recognized national standing satisfactory to the Administrative Agent (which opinion shall not have an Impermissible Qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Parent as of the dates and for the periods specified in accordance with GAAP, and (ii) a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default under any financial covenant (which certificate may be limited to the extent required by accounting rules or guidelines); (b) as soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with (or such earlier date on which Parent is required to file a Form 10-Q under the Fiscal Quarter ending March 31Exchange Act), 2007, (i) a consolidated balance sheet of Borrower Parent and its Subsidiaries as of the end of such Fiscal Quarter and the related consolidated statements of earnings operations, cash flows and cash flow of Borrower and its Subsidiaries stockholders’ equity for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter Quarter, and notes thereto (including a note with a consolidated statement consolidating balance sheet and statements of revenuesoperations and cash flows separating out Parent, assets Borrower, the Subsidiary Loan Parties and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)Subsidiaries that are not Loan Parties), certified all prepared in accordance with Regulation S-X and accompanied by a certificate of a Financial Officer of Parent and Borrower as stating that such financial statements fairly presenting present, in all material respects respects, the consolidated financial positioncondition, results of operations and cash flows of Borrower Parent as of the dates and its Subsidiaries for the periods specified in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q); (b) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year to the Administrative Agent and the Lenders within 105 days after the end of such Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case certified (without any Impermissible Qualification) by an independent public accounting firm reasonably acceptable to the Administrative Agent, and concurrently with the delivery of the foregoing financial statements, (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts for the previous Fiscal Year and budgeted amounts and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K)GAAP; (c) concurrently together with the delivery of financial statements pursuant to described in Section 5.01(a) or and (b), a Compliance Certificate compliance certificate of a Financial Officer of Parent and Borrower, substantially in the form of Exhibit D, containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants during the period covered by such financial statements and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have Officer has not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officers have Officer has become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; provided that Compliance Certificates delivered in respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable available and in any event no later than 45 30 days after the end commencement of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget for Parent and Borrower and its Subsidiaries by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year)) and, promptly when available, any significant revisions of such budgets; (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco Borrower or Borrower Parent, as applicable, by any independent certified registered public accountants accounting firm in collection connection with each annual, interim or special audit of the books financial statements of Holdco Parent or any of its Subsidiaries made by such accountantsSubsidiaries, as applicable, including any final management letters submitted by such accountants accounting firm to management in connection with their annual auditaudit and management’s responses thereto; (f) promptlypromptly after filing thereof, copies of all reports which Borrower or Parent files with the SEC; (g) as soon as possible and in any event within ten days, three Business Days after becoming aware of the occurrence of any Default or Event of Default, a statement of a Financial Officer of Borrower setting forth reasonable details of such Default or Event of Default and the action which Borrower has taken and proposes to take with respect thereto; (gh) promptly, as soon as possible and in any event within ten five Business Days, Days after (i) the occurrence of any adverse development with respect to any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that, would individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding against a Loan Party or any of its Subsidiaries that would could reasonably be expected to have a Material Adverse Effect or that disputes, or seeks purports to invalidate, affect the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, to the extent requested by the Administrative Agent, and copies of all documentation relating thereto; (hi) promptly after upon the sending occurrence of any ERISA Event that, alone or filing together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Parent or any of its Subsidiaries in an aggregate amount exceeding $2,000,000, a written notice specifying the nature thereof, copies of all reports, registration statements or other materials (including affidavits with respect to reports) which Holdco what action Parent or any of its Subsidiaries or any of their officers other ERISA Entity has taken, is taking or directors files proposes to take with the SEC or any national securities exchange; (i) promptly upon becoming aware of the taking of any specific actions by Holdcorespect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, Department of its Subsidiaries Labor, PBGC or any other Person to terminate any Pension Multiemployer Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or any Subsidiary thereof or in the incurrence by a Loan Party of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party sponsor with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; (j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate Entity with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate Entity from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Pension Plan sponsored by Parent or any of its Subsidiaries as the Administrative Agent shall reasonably request; (k) promptly, and in any event within five Business Daysas soon as possible, notice of any other development that has had could reasonably be expected to have a Material Adverse Effect;; and (l) promptly, from time to time, such other information respecting the condition or operations, financial or otherwise, of Holdco Parent or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject to confidentiality requirement imposed by law; and (m) with respect to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period, Borrower shall deliver together with such financial statements an Officer’s Certificate of a Financial Officer of Borrower containing a computation in reasonable detail of the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04.

Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Administrative Agent and (which will distribute to each Lender (via Intralinks or any other method reasonably acceptable to the Administrative AgentLender) copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within the earlier of (x) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year and (y) if Parent or the Borrower is a public reporting company at such time, such earlier date as the SEC requires the filing of such information (or if Parent or the Borrower commencing is required to file such information on a Form 10-Q with the Fiscal Quarter ending March 31SEC, 2007promptly following such filing), (i) a an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings income and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, and including, in comparative form the figures for the corresponding Fiscal Quarter (including a note with a consolidated statement of revenuesin, assets and EBITDA for year to date portion of, the immediately preceding Fiscal Year, in each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million))case, certified by a Financial Officer as in accordance with GAAP consistently applied (subject to normal year-end audit adjustments and the omission of Borrower as footnotes for the monthly financial statements) presenting fairly presenting in all material respects the consolidated financial position, condition of the Persons covered thereby as at the date thereof and the results of their operations for the periods then ended by the chief financial or accounting Authorized Officer of the Borrower (collectively, the “Unaudited Quarterly Financial Statements”); provided that in the event Parent files quarterly financial statements with the SEC, the Borrower may elect to deliver consolidated unaudited quarterly financial statements for Parent and cash flows its Subsidiaries in lieu of Unaudited Quarterly Financial Statements for the Borrower so long as such financial statements are accompanied by a consolidating schedule thereto for the Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory delivered to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q)together therewith; (b) as soon as available and in any event within the earlier of (x) 120 days after the end of each Fiscal Year and (y) if Parent or the Borrower is a public reporting company at such time, such earlier date as the SEC requires the filing of such information (or such earlier time as if Parent or the Borrower may be is required to file such information on a Form 10-K with the SEC, promptly following such filing), a copy of the consolidated balance sheet of the Borrower and its Subsidiaries, and the related consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited (without any Impermissible Qualification) by nationally recognized independent public accountants (collectively, the “Audited Financial Statements”); provided that in the event Parent is required or desires to file audited financial statements with the SEC, the Borrower may elect to deliver consolidated audited financial statements for Parent and its Subsidiaries in lieu of Audited Financial Statements for the Borrower so long as such financial statements are accompanied by a consolidating schedule for the Borrower and its Subsidiaries (which shall not be required to be audited) thereto delivered to the Administrative Agent together therewith; (c) as soon as available and in any event within 30 days after the end of each fiscal month, other than the last fiscal month of any Fiscal Year 2006 (it being agreed that Borrower shall furnish Quarter or Fiscal Year, an unaudited management accounts in the form of a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal month and consolidated statements of earnings income and cash flow of the Borrower and its Subsidiaries for such fiscal month and for the period commencing at the end of the previous Fiscal Year to the Administrative Agent and the Lenders within 105 days after ending with the end of such fiscal month, and including, in comparative form the figures for the corresponding fiscal month in, and year to date portion of, the immediately preceding Fiscal Year) and (y) 105 days after the end of each Fiscal Year of Borrower thereafter, a copy of the annual audit report for such Fiscal Year for Borrower and its Subsidiaries, including therein a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Year (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), in each case case, certified as in accordance with GAAP consistently applied (without any Impermissible Qualificationsubject to normal year-end audit adjustments) presenting fairly in all material respects the consolidated financial condition of the Persons covered thereby as at the date thereof and the results of their operations for the periods then ended by an independent public accounting firm reasonably acceptable to Authorized Officer of the Administrative Agent, and Borrower; (d) concurrently with the delivery of the foregoing financial statementsinformation pursuant to clauses (a), (b) and (c) for each period ending after the Closing Date, a Compliance Certificate, executed by the chief financial or accounting Authorized Officer of the Borrower, showing (i) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of compliance with the financial condition and results of operations of Borrower for such Fiscal Year, as compared to amounts covenants set forth in Section 7.2.4 for the previous Fiscal Year and budgeted amounts and applicable period then ended, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement aggregate amount of income items and Consolidated EBITDA of Borrower for such Fiscal Year, showing variance, by dollar amount and percentage, from the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-K); (c) concurrently acquisitions financed with the delivery proceeds of financial statements pursuant to Indebtedness permitted hereunder and identifying the clause of Section 5.01(a) or (b), a Compliance Certificate containing a computation in reasonable detail of7.2.2 that such Indebtedness is permitted under, and showing whether or not such Indebtedness constitutes Revolving Loans, (iii) reasonably detailed calculations demonstrating compliance withwith Sections 7.2.2, each of the financial ratios 7.2.5, 7.2.6, 7.2.10 and restrictions contained in the Financial Covenants 7.2.16, and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any (iv) stating that no Default or Event of Default that has occurred and is continuing, continuing (or, if such Financial Officers have become aware a Default has occurred, specifying the details of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being action that the Borrower or an Obligor has taken or proposes to cure it; provided that Compliance Certificates delivered in take with respect of periods prior to the Fiscal Quarter ending March 31, 2007, shall not be required to include computations showing compliance with the Financial Covenants; (d) as soon as practicable and in any event no later than 45 days after the end of each Fiscal Year, commencing with the beginning of Fiscal Year 2008, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and related consolidated statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Yearthereto); (e) promptly upon receipt thereof, copies of all material written final reports submitted to Holdco or Borrower by independent certified public accountants in collection with each annual, interim or special audit of the books of Holdco or any of its Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit; (f) promptly, as soon as possible and in any event within ten days, five days after becoming aware the Borrower or any other Obligor obtains knowledge of the occurrence of any Default or Event of a Default, a statement of a Financial an Authorized Officer of the Borrower setting forth reasonable details of such Default or Event of Default and the action which the Borrower or such Obligor has taken and proposes to take with respect thereto; (gf) promptly, as soon as possible and in any event within ten Business Days, five days after the Borrower or any other Obligor obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action action, proceeding or proceeding against a Loan Party or any labor controversy described in Item 6.7 of its Subsidiaries thatthe Disclosure Schedule, would reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation, action action, proceeding or proceeding against a Loan Party labor controversy of the type and materiality described in Section 6.7, or (iii) any of its Subsidiaries event that would could reasonably be expected to have a Material Adverse Effect or that disputes, or seeks to invalidate, the legality, validity or enforceability of any provision of this Agreement or any other Loan Document or the transactions contemplated hereby or therebyEffect, notice thereof and, to the extent requested by the Administrative AgentAgent reasonably requests, copies of all documentation relating thereto; (hg) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements or other materials (including affidavits with respect to reports) which Holdco or any of its Subsidiaries or any of their officers or directors Obligor files with the SEC or any national securities exchange; (ih) promptly upon becoming aware of (i) the taking institution of any specific actions steps by Holdco, any of its Subsidiaries or any other Person to terminate any Pension Plan, (ii) the failure to make a required contribution to any Pension Plan (other than if such failure is sufficient to give rise to a termination pursuant to Lien under Section 4041(b302(f) of ERISA which can be completed without Holdco, any of its Subsidiaries or any ERISA Affiliate having to provide more than $2,500,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party the Borrower or any Subsidiary thereof of its Subsidiaries, (iii) the taking of any action with respect to a Pension Plan which could reasonably be expected to result in the requirement that any Obligor furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could reasonably be expected to result in the incurrence by a Loan Party any Obligor of any material liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which would reasonably be expected to have a Material Adverse Effectpenalty, notice thereof and copies of all documentation relating thereto; (ji) promptly upon request receipt thereof, copies of all “management letters” submitted to the Borrower or any other Obligor by the Administrative Agent, copies of: independent public accountants referred to in clause (ib) in connection with each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed audit made by any Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) to the extent available, the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by any Loan Party or ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably requestaccountants; (kj) promptly, as soon as possible and in any event within five Business Daysdays after receipt thereof by any Obligor or any Subsidiary thereof, notice copies of all default notices and fully executed amendments, waivers and other modifications received under or pursuant to any other development that has had a Material Adverse Effectdocumentation governing any of the post-Petition Date Indebtedness or the Plan Support Agreement; (lk) promptly, from time to time, such other financial and other information respecting the condition or operations, financial or otherwise, of Holdco or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request, subject request (including information and reports in such detail as the Administrative Agent may reasonably request with respect to confidentiality requirement imposed by lawthe terms of and information provided pursuant to the Compliance Certificate); and (ml) with respect prior to each Test Period for which a Cure Right will be exercised, on the date the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal periodincurring any Hedging Obligations, Borrower shall deliver together with notify Administrative Agent of such financial statements an Officer’s Certificate proposed incurrence, which such notice shall contain the face amount of a Financial Officer of Borrower containing a computation in reasonable detail of such proposed Hedging Obligations and any other terms as reasonably requested by the applicable Event of Default and a notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default through the issuance of Permitted Cure Securities as contemplated pursuant to Section 7.04Administrative Agent.