Common use of Financial Reporting Clause in Contracts

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintainDuring the term of this Letter Agreement, for itself Company shall provide to Vistar quarterly (within forty-five (45) days following each fiscal quarter) and annual (within ninety (90) days following each Subsidiaryfiscal year)financial reports consisting of its income statement, a system of accounting established and administered in accordance with generally accepted accounting principlesbalance sheet, and furnish to the Lenders: (i) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flowsflow and such other information as Vistar may reasonably require to enable it to ascertain Company's or such Franchisee's, accompanied by a certificate as the case may be, ability to timely perform its obligations hereunder. During the term of said accountants thatthis Letter Agreement, in the course Vistar shall provide to Company quarterly (within forty-five (45) days following each fiscal quarter) and annual (within ninety (90) days following each fiscal year) financial reports consisting of their examination necessary for their certification its income statement, balance sheet, and statement of cash flow and such other information as Company may reasonably require to enable it to ascertain Vistar's ability to timely perform its obligations hereunder. Notwithstanding the foregoing, they have obtained no knowledge of any Default if Company or Unmatured Default, Vistar is or if, in the opinion of such accountants, any Default becomes publicly traded or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together otherwise files with the SEC, such periodic financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed reports shall be satisfied by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 810-K which Q reports filed by such entity with the Borrower SEC. Vistar shall be entitled to require each Franchisee to provide its financial reports consistent with the requirements of this section. VERIFICATION RIGHTS Company will be allowed to conduct verifications of the Sell Price charged for purchases of Products made under this Agreement on an annual basis and upon twenty (20) days written notice to Vistar. Upon receipt of such written notice, Vistar will allow Company to review, at Vistar's Centennial, Colorado location, computer generated printouts of Vistar's Cost for the Products identified by Company to be price verified; however, the total number of individual Products for price verifications in any one year shall not exceed *. Vistar will be entitled to conduct annual reviews of records of all Company Restaurants and of each Franchise Restaurant upon not less than twenty (20) days prior written notice to Company (with respect to records of Company Restaurants) or the affected Franchisee (with respect to records of Franchise Restaurants) to the extent required to verify compliance with the Minimum Purchase Requirements of this Letter Agreement. UNFORESEEN EVENTS We will not be responsible or liable for our failure to sell and/or deliver, and you will not be responsible or liable for your failure to purchase and accept, the Products, if such failure is due to such things as strike, earthquake, flood, embargo, war, interruption or other acts of God or government (including laws, regulations and restrictions of all kinds) causing a delay in transportation or shortage of products or materials or any Subsidiary files other causes or contingencies (other than lack of funds) beyond the reasonable control of Vistar or Company that interfere with such party's ability to perform its obligations under this Letter Agreement (each, a "FORCE MAJEURE EVENT"). Upon the occurrence of a Force Majeure Event with respect to one or more Distribution Centers, Vistar will undertake reasonable efforts to provide service to the Restaurants from an adjacent or other Distribution Centers. If Vistar fails or is unable to provide sufficient service from its other Distribution Centers, Company, with respect to its affected Company Restaurants, and affected Franchisees, with respect to their Franchise Restaurants shall be entitled to obtain Products from other distributors for the duration of the Force Majeure Event. If the Force Majeure Event continues and Vistar is consequently unable to provide sufficient service under the terms of this Agreement for a period of ninety (90) days or longer, Company shall be entitled to terminate this Letter Agreement. DESIGNATED CONTACT REPRESENTATIVES Each party shall designate to the other an officer, employee, or other authorized representative of that party that the other party may contact throughout the term of this Letter Agreement for each of the following issues: (1) to discuss and resolve issues related to information technology concerns, (2) reporting issues, and (3) accounts payable issues. OTHER Other than any credit applications of any Franchisee (with respect to distribution services to be provided under this Letter Agreement to such Franchisee), this Letter Agreement and the attached Schedules contain the entire agreement by Vistar and Company regarding the distribution of Products by Vistar, and supersede all prior written or oral agreements regarding such distribution of Products. In addition, this Letter Agreement will be governed by the laws of New York. If you are in agreement with the Securities terms and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately conditions set forth all then existing Significant Subsidiaries of the Borrowerin this Letter Agreement, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted please indicate your approval in the reduction by 5% or more in the capital space set forth below and surplus return it to my attention. We are looking forward to a mutually beneficial business relationship with you. Sincerely, /s/ George Holm ------------------------------------- George Holm President/CEO Vistar ▇▇▇▇▇▇▇▇▇▇n Agreed to and accepted this 3rd day of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereofJanuary, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including2003. SBARRO, without limitationINC. By: /s/ Joseph Sbarro ------------------------------- Joseph Sbar▇▇ ▇▇▇: ▇▇▇▇▇tive Vice President ------------------------------- SCHEDULE 1 ---------- PRICE SCHEDULE -------------- COMPANY NAME: Sbarro, non-financial information) as the Agent or any Lender may from time to time reasonably request.Inc. -------------------------------------- ADDRESS: 401 Broadhollow Road -------------------------------------- ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -------------------------------------- --------------------------------------

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower's independent certified public accountants) audit report certified by independent certified public accountants, accountants reasonably acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating (with respect to Material Domestic Subsidiaries only) basis (consolidating statements need not be certified by such accountants) for itself and its Material Domestic Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flowsflows (on a consolidated basis only), accompanied by a certificate of any management letter prepared by said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself the Borrower and its Material Domestic Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows (on a consolidated basis only) for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer chief financial officer or Treasurerits controller. (iii) Together with the financial statements required hereunderunder Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit “B” hereto EXHIBIT F signed by the Chief Financial Officer, Chief Accounting Officer its chief financial officer or Treasurer of the Borrower its controller showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Single Employer Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer chief financial officer or Vice President controller of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies electronic notice to the Agent of the filing of all Forms proxy statements, registration statements and periodic and current reports on forms 10-QK, 10-K 10Q and 8-K which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xiviii) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request. If any information which is required to be furnished to the Lenders under this Section 6.1 is required by law or regulation to be filed by the Borrower with a government body on an earlier date, then the information required hereunder shall be furnished to the Lenders at such earlier date.

Financial Reporting. The Each Borrower will maintain, for itself and each Subsidiaryof its subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish deliver to the Agent, and the Agent shall promptly deliver to each of the Lenders: (i) 6.1.1 Within 90 75 days after the close of each of its fiscal yearsyear, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, such Borrower’s audited consolidated financial statements prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiariesbasis, including balance sheets as of the end of such period, related profit statements of income and loss and reconciliation of surplus statements, and a statement statements of cash flows, accompanied by (a) an audit report, unqualified as to scope, of a certificate nationally recognized firm of independent public accountants and (b) any management letter prepared by said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) 6.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, such Borrower’s consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles (except for the absence of footnotes and year-end adjustments) and consistency by its Chief Financial Officerchief financial officer, Chief Accounting Officer controller or Treasurertreasurer. (iii) 6.1.3 Together with the financial statements required hereunderunder Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officersuch Borrower’s chief financial officer, Chief Accounting Officer controller, treasurer or Treasurer of the Borrower assistant treasurer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default with respect to such Borrower exists, or if any such Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) 6.1.4 As soon as possible and in any event within 10 days after the such Borrower knows that any Reportable ERISA Event has occurred and has determined that such event, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect with respect to any Plansuch Borrower, a statement, signed by the Chief Financial Officerchief financial officer, Chief Accounting Officer, Treasurer controller or Vice President treasurer of the such Borrower, describing said Reportable ERISA Event and the action which the such Borrower proposes to take with respect thereto. (vi) 6.1.5 As soon as possible and in any event within 10 days after receipt by the such Borrower, a copy of (a) any notice or claim to the effect that the such Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the such Borrower, any of its Subsidiaries, Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the such Borrower or any of its Subsidiaries, whichif, in the case of either clause (a) or (b) above, such Borrower has determined that such liability or violation could reasonably be expected to have a Material Adverse EffectEffect with respect to such Borrower. 6.1.6 Promptly upon becoming aware thereof, notice of any upgrading or downgrading of such Borrower’s S&P Rating or ▇▇▇▇▇’▇ Rating or the rating (viiif any) of such Borrower’s Obligations hereunder, senior unsecured debt, commercial paper or First Mortgage Bonds or of such Borrower’s corporate, issuer or issuer default rating by ▇▇▇▇▇’▇, S&P or Fitch. 6.1.7 Within 75 days five (5) Business Days after the close an Authorized Officer of each fiscal year of each Insurance Subsidiaryeither Borrower becomes aware thereof, copies notice of the Annual Statement occurrence of each any Default or Unmatured Default and of the Insurance Subsidiariesany other development, as certified by the presidentfinancial or otherwise, secretary and treasurer of and the actuary for each that such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or Borrower has determined could reasonably be expected to have a Material Adverse Effect with respect to such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental AuthorityBorrower. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) 6.1.8 Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request. Information required to be delivered pursuant to clause 6.1.1 or 6.1.2 of this Section shall be deemed to have been delivered if such information, or one or more annual, quarterly or current reports containing such information, shall be available on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Any information required to be delivered pursuant to this Section shall be deemed to have been delivered to the Lenders if such information shall have been posted by the Agent on an IntraLinks or similar site to which the Lenders have been granted access. Information required to be delivered by the Borrowers pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Agent.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principlesUS GAAP, and furnish to the Agent for the benefit of the Lenders: (i) 6.1.1 Within 90 105 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, (a) financial statements prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of filed on Form 10-K with the end of such period, related profit U.S. Securities and loss and reconciliation of surplus statements, and a statement of cash flowsExchange Commission, accompanied by (i) an auditor's report, unqualified as to scope, of a nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Lenders; (ii) any management letter prepared by said accountants; and (iii) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. 6.1.2 Within (iix) 30 days after the end of each calendar month other than those calendar months that end the first three fiscal quarters of each of the Borrower's fiscal years, and (y) 45 days after the end of each December of each calendar year, for itself and its Subsidiaries, the Borrower's financial summaries for such month, which shall be in form and substance substantially similar to the financial summaries delivered on or prior to the Closing Date or shall otherwise be in form and substance reasonably acceptable to the Agent. 6.1.3 Within 45 days after the close of each of the first three quarterly periods fiscal quarters of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each financial statements for such period as filed on Form 10-Q with the U.S. Securities and consolidated Exchange Commission, prepared in accordance with Agreement Accounting Principles and consolidating profit and loss statements and a statement of cash flows (except for the period from exclusion of any disclosure permitted by the beginning U.S. Securities and Exchange Commission) certified as to fairness of such fiscal year to the end of such quarter, all certified presentation and consistency by its Chief Financial Officer, Chief Accounting Officer chief financial officer or Treasurertreasurer. (iii) 6.1.4 Together with the financial statements required hereunderunder Sections 6.1.1 and 6.1.3, a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officer, Chief Accounting Officer its chief financial officer or Treasurer of the Borrower treasurer showing the calculations necessary to determine compliance with this Agreement and Agreement, an officer's certificate in substantially the form of Exhibit G stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof, and, together with the financial statements required under Section 6.1.1 and Section 6.1.3, a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Borrower is in compliance with all requirements of Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all rules and regulations related thereto. (iv) 6.1.5 Within 330 270 days after the close of each fiscal yearyear of the Borrower, a statement copy of the actuarial report and Form 5500 with Schedule B showing the Unfunded Liabilities of each Single Employer PlanPlan as of the valuation date occurring in such fiscal year, certified as correct by an actuary enrolled under ERISA. (v) 6.1.6 As soon as possible practicable and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer chief financial officer or Vice President treasurer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) 6.1.7 As soon as possible practicable and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) 6.1.8 Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission andCommission, together including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all rules and regulations related thereto. 6.1.9 On each date on which an Interim Collateral Report or a Monthly Collateral Report is delivered, the Borrower shall provide the Agent with copies of each Form 10-K so furnishedall supporting documents the Agent reasonably deems desirable, a list of such revisions to Schedule “1”, if any, all certified as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries being true and correct by an Authorized Officer of the Borrower. The Borrower may update Interim Collateral Reports and Monthly Collateral Reports more frequently than the periods set forth below and, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned so long as such Interim Collateral Reports or Monthly Collateral Reports are delivered together with all supporting information reasonably requested by the Borrower Agent, the most recently delivered Interim Collateral Report or other SubsidiariesMonthly Collateral Report, as applicable, shall be the applicable Interim Collateral Report or Monthly Collateral Report for purposes of determining the Borrowing Base at any time. (ix) Promptly upon the Borrower’s receipt thereof6.1.10 As soon as practicable, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten 15 calendar days of the end of each calendar month, the Borrower shall provide the Agent with a Monthly Collateral Report for such calendar month certified as being true and correct in all material respects by an Authorized Officer of the Borrower. In addition to the foregoing, the Borrower, upon the Agent's reasonable request, shall deliver copies of invoices, purchase orders, credit memoranda, shipping and delivery documents and other information related to Eligible Receivables and Eligible Petroleum Inventory identified in the applicable Monthly Collateral Report. 6.1.11 As soon as practicable, and in any event (x) on or prior to December 31, 2003, within 3 Business Days after the end of each calendar week; provided, however, that if Excess Availability is less than 15% of the Borrowing Base then in effect, Receivables will be updated twice each calendar week, and (y) so long as Excess Availability is equal to or greater than 25% of the Borrowing Base then in effect, subsequent to December 31, 2003, with the Agent's prior consent, within 3 Business Days after the end of each of the second and fourth full calendar weeks of any calendar month, the Borrower shall provide to the Agent an Interim Collateral Report for such one-week or two-week period, as applicable, certified as being true and correct by an Authorized Officer of the Borrower. Each Interim Collateral Report shall identify, for the applicable reporting period, the aggregate amount of all contra-accounts related to Specified Customers net of the aggregate of the face amounts of all letters of credit issued on behalf of the Borrower or the applicable Subsidiary Guarantor to Specified Customers as payment for goods or services purchased by the Borrower or the applicable Subsidiary Guarantor from the Specified Customers. 6.1.12 Within 30 days after learning thereofthe close of each of its fiscal years, notification a copy of any decrease after the plan and forecast (including a projected balance sheet, projected income statements, and projected funds flow statement) of the Borrower and its Subsidiaries, for the upcoming fiscal year prepared in such detail as shall be reasonably satisfactory to the Agent. Any plan and forecast in form and substance substantially similar to the plan and forecast delivered on or prior to the Closing Date in shall be deemed to be reasonably satisfactory by the rating given by A.M. Best & Co. in respect of any Insurance SubsidiaryAgent. (xi) 6.1.13 Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Each Borrower will maintain, for itself and each Subsidiaryof its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders:Agent, and the Agent shall promptly deliver to each of the Lenders (it being agreed that the obligation of any Borrower to furnish the consolidated financial statements referred to in paragraphs 6.1.1 and 6.1.2 below may be satisfied by the delivery of annual and quarterly reports from such Borrower to the SEC on Forms 10-K and 10-Q containing such statements): (i) 6.1.1 Within 90 days after the close of each of its fiscal yearsyear, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, such Borrower’s audited financial statements prepared in accordance with Agreement Accounting Principles (other than in the case of Resources, which will only be required to provide an unaudited balance sheet , income statement and statement of cash flows) on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiariesbasis, including balance sheets as of the end of such period, related profit statements of income and loss and reconciliation of surplus statements, and a statement statements of cash flows, accompanied (in the case of each Borrower other than Resources, which shall provide an officer’s certificate complying with the requirements set forth in Section 6.1.2) by (a) an audit report, unqualified as to scope, of a nationally recognized firm of independent public accountants; (b) any management letter prepared by said accountants, and (c) a certificate of said accountants that, in the course of their examination necessary for their certification audit of the foregoing, they have obtained no knowledge that such ▇▇▇▇▇▇▇▇ failed to comply with certain terms, covenants and provisions of any Default or Unmatured Defaultthis Agreement as they relate to accounting matters, or ifor, if in the opinion of such accountants, accountants any Default or Unmatured Default such failure shall existhave occurred, stating the nature and status thereof. (ii) 6.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, such ▇▇▇▇▇▇▇▇’s consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles (except for the absence of footnotes and year-end adjustments) and consistency by its Chief Financial Officerchief financial officer, Chief Accounting Officer controller or Treasurertreasurer. (iii) 6.1.3 Together with the financial statements required hereunderunder Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officersuch ▇▇▇▇▇▇▇▇’s chief financial officer, Chief Accounting Officer controller or Treasurer of the Borrower treasurer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default with respect to such Borrower exists, or if any such Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) 6.1.4 As soon as possible and in any event within 10 days after the Borrower such ▇▇▇▇▇▇▇▇ knows that any Reportable ERISA Event has occurred that, alone or together with respect any other ERISA Events that have occurred, could reasonably be expected to result in liability of such Borrower, its Subsidiaries or any PlanCommonly Controlled Entity in an aggregate amount exceeding $25,000,000, a statement, signed by the Chief Financial Officerchief financial officer, Chief Accounting Officer, Treasurer controller or Vice President treasurer of the Borrowersuch ▇▇▇▇▇▇▇▇, describing said Reportable ▇▇▇▇▇ Event and the action which the such Borrower proposes to take with respect thereto. (vi) 6.1.5 As soon as possible and in any event within 10 days after receipt by the such Borrower, a copy of (a) any notice or claim to the effect that the such Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the such Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, consistently applied, and furnish to the Lenders: (ia) Within 90 As soon as practicable and in any event within 100 days after the close of each of its fiscal yearsFiscal Years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such periodperiod and related statements of income, related profit retained earnings and loss and reconciliation of surplus statements, and a statement of cash flows, flows accompanied by a certificate of said accountants that, in the course of their the examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 As soon as practicable and in any event within sixty (60) days after the close of each of the first three quarterly periods Fiscal Quarters of each of its fiscal yearsFiscal Years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit statements of income, retained earnings and loss statements and a statement of cash flows for the period from the beginning of such fiscal year Fiscal Year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iiii) Upon the earlier of (A) fifteen (15) days after the regulatory filing date or (B) seventy-five (75) days after the close of each fiscal year of each Insurance Subsidiary, copies of the unaudited Annual Statement of such Insurance Subsidiary, certified by the chief financial officer or the treasurer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP and (ii) no later than each June 15, copies of financial statements prepared in accordance with SAP, or generally accepted accounting principles with a reconciliation to SAP, and certified by independent certified public accountants of recognized national standing. (d) Upon the earlier of (i) ten (10) days after the regulatory filing date or (ii) sixty (60) days after the close of each of the first three (3) fiscal quarters of each fiscal year of each Insurance Subsidiary, copies of the unaudited Quarterly Statement of each of the Insurance Subsidiaries, certified by the chief financial officer or the treasurer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP. (e) Promptly and in any event within ten (10) days after (i) learning thereof, notification of any changes after the date of this Agreement in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary and (ii) receipt thereof, copies of any ratings analysis by A.M. Best & Co. relating to any Insurance Subsidiary. (f) Copies of any outside actuarial reports prepared with respect to any valuation or appraisal of any Insurance Subsidiary, promptly after the receipt thereof. (g) Together with the financial statements required hereunderby CLAUSES (a) and (b) above, a compliance certificate in substantially the form of Exhibit “B” EXHIBIT B hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower Borrower's chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (ivh) Within 330 days Promptly after the same becomes available after the close of each fiscal yearFiscal Year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (vi) As soon as possible and in any event within 10 ten (10) days after the Borrower knows that any Reportable Termination Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Termination Event and the action which the Borrower proposes to take with respect thereto. (vij) As soon as possible and in any event within 10 ten (10) days after receipt by the Borrower, a copy of (ai) any notice notice, claim, complaint or claim order to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, Borrower or any of its Subsidiaries, or any other Person Subsidiaries of any toxic Hazardous Materials into the environment or hazardous waste requiring that action be taken to respond to or substance clean up a Release of Hazardous Materials into the environment, and (bii) any notice notice, complaint or citation alleging any violation of any federal, state Environmental Law or local environmental, health or safety law or regulation Environmental Permit by the Borrower or any of its Subsidiaries, which, in . Within ten (10) days of the case Borrower or any Subsidiary having knowledge of either the enactment or (b) above, promulgation of any Environmental Law which could reasonably be expected to have a Material Adverse Effect, the Borrower shall provide the Agent with written notice thereof. (viik) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiil) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission andCommission, together with copies the National Association of each Form 10-K so furnishedSecurities Dealers, a list of such revisions to Schedule “1”any securities exchange, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned NAIC or any insurance commission or department or analogous Governmental Authority (including any filing made by the Borrower or other Subsidiariesany Subsidiary pursuant to any insurance holding company act or related rules or regulations), but excluding routine or non-material filings with the NAIC, any insurance commissioner or department or analogous Governmental Authority. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (xm) Promptly and in any event within ten (10) days after learning thereof, notification of (i) any decrease after material tax assessment, demand, notice of proposed deficiency or notice of deficiency received by Parent or any other Consolidated Person or (ii) the Closing Date in the rating given by A.M. Best & Co. in respect filing of any Insurance Subsidiarytax Lien or commencement of any judicial proceeding by or against any such Consolidated Person, if any such assessment, demand, notice, Lien or judicial proceeding relates to tax liabilities in excess of ten percent (10%) of the net worth (determined according to generally accepted accounting standards and without reduction for any reserve for such liabilities) of the Borrower and its Subsidiaries taken as a whole. (xin) Promptly after available, any management letter prepared by the accountants conducting the audit of the financial statements delivered pursuant to Section 6.1(a). (o) Promptly after reviewed by the board of directors of the Borrower, a copy of the Borrower's investment policy compliance report. (p) Such other information (including, without limitation, the annual Best's Advance Report Service report prepared with respect to each Insurance Subsidiary rated by A.M. Best & Co. and non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each SubsidiarySubsidiary on a consolidated basis, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 as soon as available, but in any event within ninety (90) days after the close of each of its fiscal yearsyears (or, if earlier, within 15 days after the date required to be filed with the Securities and Exchange Commission without giving effect to extensions), an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower’s independent certified public accountants) audit report certified by independent certified public accountants, accountants acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and loss, reconciliation of surplus and cash flow statements, and a statement of cash flows, accompanied by (a) any management letter prepared by said accountants, and (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofthereof and setting forth the calculation of the covenants set forth in Section 6.19 hereof. Such accountants shall not be liable by reason of any failure to obtain knowledge of any Default or Unmatured Default which would not be disclosed in the ordinary course of an audit. (ii) Within 45 as soon as available, but in any event within forty five (45) days after the close of the first three quarterly periods of each of its fiscal yearsyears (or, if earlier, within 10 days after the date required to be filed with the SEC without giving effect to extensions), for itself and its Subsidiaries, a consolidated and consolidating unaudited balance sheets sheet as at the close of each such period and consolidated and consolidating profit and loss statements and reconciliation of surplus and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iii) Together with the financial statements required hereunderunder Sections 6.1(i) and (ii), a compliance certificate Compliance Certificate in substantially the form of Exhibit “B” hereto A signed by the Chief Financial Officer, Chief Accounting an Authorized Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after As soon as available, but in any event on or before the close 120th day of each fiscal yearyear of the Borrower, a statement copy of the Unfunded Liabilities plan and forecast (including a one year projected consolidated balance sheet, income statement and funds flow statement) of each Single Employer Plan, certified as correct by an actuary enrolled under ERISAthe Borrower and its Subsidiaries on a consolidated basis for such fiscal year. (v) As soon as possible and in any event within 10 ten (10) days after the Borrower knows that any Reportable ERISA Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable ERISA Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 ten (10) days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, and (c) any notice of any event or occurrence or the assertion or commencement of any claims, actions, or other proceeding or against or affecting the Borrower or any Subsidiary which, in the case of either or clause (a), (b) above, or (c) could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after For any fiscal quarter during which the close Borrower has created a new Subsidiary or terminated the existence of each fiscal year any existing Subsidiary as may be permitted hereunder, together with the financial statements required hereunder covering such period, a certificate signed by an Authorized Officer attaching a revised Schedule 5.8 which modifies the list of each Insurance Subsidiary, copies Subsidiaries contained therein to show any such additions and deletions the delivery of which shall be deemed to be a representation and warranty of the Annual Statement of each of the Insurance Subsidiaries, Borrower as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityaccuracy of such revised Schedule. (viii) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished. (ix) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance SubsidiaryCommission. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.1(i), (ii), (viii) or (ix) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 13.1; or (ii) 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 access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.1(iii) 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 the documents referred to above, and 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 such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the LC Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (i) 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; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the LC Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.10); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not marked as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Financial Reporting. The Borrower will, and will maintaincause each of its Subsidiaries to, for itself maintain books and each Subsidiary, records including a system of accounting established and administered in accordance with generally accepted accounting principlessound business practices to permit preparation of financial statements in accordance with GAAP, and will furnish to the Lenders: (ia) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants(or such lesser number of days within which the Borrower shall be required to file its Annual Report on Form 10-K for such fiscal year with the SEC), acceptable to the Lendersaudited consolidated balance sheet and related statements of income, prepared in accordance with Agreement Accounting Principles on a consolidated shareholders' equity and consolidating basis (consolidating statements need not be certified by such accountants) for itself cash flows of the Borrower and its Subsidiaries, including balance sheets Subsidiaries as of the end of and for such periodyear, related profit setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and loss without any qualification or exception as to the scope of such audit) and reconciliation certified by the Chief Financial Officer to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of surplus statementsoperations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. The financial statements shall be further accompanied by (i) any management letter prepared by said accountants, and a statement of cash flows, accompanied by (ii) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 days after the close of the first three quarterly periods of each of its fiscal yearsyears (or such lesser number of days within which the Borrower shall be required to file its Quarterly Report on Form 10-Q for such fiscal quarter with the SEC), the consolidated balance sheet and related statements of income, shareholders' equity and cash flows of the Borrower and its consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of such period) the same period of the previous fiscal year, all certified by the Chief Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, for itself and its consolidated Subsidiaries, consolidated and (in the case of identifiable business segments) consolidating unaudited balance sheets as at the close of each such period and consolidated and (in the case of identifiable business segments) consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iiic) As soon as available, but in any event within 90 days after the beginning of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated (and in the case of identifiable business segments, consolidating) balance sheet, income statement and funds flow statement) of the Borrower for such fiscal year. (d) Together with the financial statements required hereunderunder Sections 6.1(a) and (b), a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the its Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (ve) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vif) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (ai) any written notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste Hazardous Materials or substance into the environment, and (bii) any written notice alleging any violation of any federal, state or local environmental, health or safety law or regulation Environmental Law by the Borrower or any of its Subsidiaries, whichand (iii) any notice that Borrower or any Subsidiary is the subject of an investigation by any governmental or quasi-governmental authority relating to the use, in the case disposal or treatment of either any Hazardous Material or (b) above, could reasonably be expected to have a Material Adverse Effectcompliance by Borrower or any Subsidiary with any applicable Environmental Law. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viiig) Promptly upon the filing thereoffurnishing thereof to the shareholders of the Borrower, copies of all Forms 10-Qfinancial statements, 10-K reports and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K proxy statements so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiaryof its subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders:Agent, and the Agent shall promptly deliver to each of the Lenders (it being agreed that the obligation of the Borrower to furnish the consolidated financial statements referred to in paragraphs 6.1.1 and 6.1.2 below may be satisfied by the delivery of annual and quarterly reports from the Borrower to the SEC on Forms 10-K and 10-Q containing such statements): (i) 6.1.1 Within 90 75 days after the close of each of its fiscal yearsyear, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, Borrower’s audited financial statements prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiariesbasis, including balance sheets as of the end of such period, related profit statements of income and loss and reconciliation of surplus statements, and a statement statements of cash flows, accompanied by (a) an audit report, unqualified as to scope, of a nationally recognized firm of independent public accountants; (b) any management letter prepared by said accountants, and (c) a certificate of said accountants that, in the course of their examination necessary for their certification audit of the foregoing, they have obtained no knowledge that the Borrower failed to comply with certain terms, covenants and provisions of any Default or Unmatured Defaultthis Agreement as they relate to accounting matters, or ifor, if in the opinion of such accountants, accountants any Default or Unmatured Default such failure shall existhave occurred, stating the nature and status thereof. In addition, the Borrower shall deliver for each of Union Electric, Genco, CIPS, CILCO, CILCORP and IP the financial statements and any items referred to under clauses (a) and (b) that would have been required to be delivered by it under this Section 6.1.1 if it were the Borrower at such time. (ii) 6.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, the Borrower’s consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by the Borrower’s chief financial officer, controller or treasurer. In addition, the Borrower shall deliver for each of Union Electric, Genco, CIPS, CILCO, CILCORP and IP the financial statements and the certification of its Chief Financial Officerchief financial officer, Chief Accounting Officer controller or Treasurertreasurer that would have been required to be delivered by it under this Section 6.1.2 if it were the Borrower at such time. (iii) 6.1.3 Together with the financial statements required hereunderunder Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial OfficerBorrower’s chief financial officer, Chief Accounting Officer controller or Treasurer of the Borrower treasurer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) 6.1.4 As soon as possible and in any event within 10 days after the Borrower knows that any Reportable ERISA Event has occurred that, alone or together with respect any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower, its Subsidiaries or any PlanCommonly Controlled Entity in an aggregate amount exceeding $25,000,000, a statement, signed by the Chief Financial Officerchief financial officer, Chief Accounting Officer, Treasurer controller or Vice President treasurer of the Borrower, describing said Reportable ERISA Event and the action which the Borrower proposes to take with respect thereto. (vi) 6.1.5 As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close 6.1.6 Promptly upon becoming aware thereof, notice of each fiscal year of each Insurance Subsidiary, copies any upgrading or downgrading of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent rating if so required by any Governmental Authority. (viiirated) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower’s Obligations hereunder, their respective jurisdictions senior unsecured debt or commercial paper, or of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereofcorporate, copies of reports issuer or valuations prepared issuer default rating by any Governmental Authority M▇▇▇▇’▇, S&P or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance SubsidiaryFitch. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) 6.1.7 Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower Company Agent will maintaindeliver, for itself or cause to be delivered, to Laurus each of the following, which shall be in form and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish detail acceptable to the LendersLaurus: (ia) Within 90 As soon as available, and in any event within ninety (90) days after the close end of each fiscal year of its fiscal yearsthe Parent, an unqualified audit the Parent’s consolidated audited financial statements with a report certified by of independent certified public accountants, accountants of recognized standing selected by the Parent and acceptable to Laurus (Laurus acknowledges that the LendersCompany’s current independent certified public accountants are acceptable to it) (the “Accountants”), which annual financial statements shall be without qualification and shall include a balance sheet as at the end of such fiscal year and the related statements of income, stockholder’s equity and cash flows for the fiscal year then ended, prepared, if Laurus so requests, on a consolidating and consolidated basis to include all Subsidiaries and Affiliates of each Company, all in reasonable detail and prepared in accordance with Agreement Accounting Principles on GAAP, together with (i) if and when available, copies of any management letters prepared by the Accountants; and (ii) a consolidated certificate of the Parent’s President, Chief Executive Officer or Chief Financial Officer stating that such financial statements have been prepared in accordance with GAAP and consolidating basis whether or not such officer has knowledge of the occurrence of any Event of Default hereunder and, if so, stating in reasonable detail the facts with respect thereto; (consolidating statements need not be certified by such accountantsb) for itself As soon as available and its Subsidiaries, including balance sheets as of in any event within forty five (45) days after the end of such periodeach quarter, related profit an unaudited/internal balance sheet and loss and reconciliation of surplus statements, and a statement of income, stockholder’s equity and cash flowsflows of the Parent, as at the end of and for such quarter and for the year to date period then ended, prepared, if Laurus so requests, on a consolidating and consolidated basis to include all Subsidiaries and Affiliates of the Parent, in reasonable detail and stating in comparative form the figures for the corresponding date and periods in the previous year for the Parent, or if applicable, the Parent’s predecessor entities, all prepared in accordance with GAAP, subject to year-end adjustments and accompanied by a certificate of said accountants thatthe Parent’s President, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default Chief Executive Officer or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. stating (iiii) Together with the that such financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be been prepared in accordance with SAP consistently applied throughout GAAP, subject to year-end audit adjustments and the periods reflected therein addition of footnotes, and to be certified by independent certified public accountants reasonably acceptable to (ii) whether or not such officer has knowledge of the Agent occurrence of any Event of Default hereunder not theretofore reported and remedied and, if so required by any Governmental Authority.so, stating in reasonable detail the facts with respect thereto; (viiic) Within twenty-five (25) days after the end of each month (or more frequently if Laurus so requests), agings of each Company’s Accounts, unaudited trial balances and their accounts payable and a calculation of each Company’s Accounts, Eligible Accounts, Inventory and/or Eligible Inventory, provided, however, that if Laurus shall request the foregoing information more often than as set forth in the immediately preceding clause, each Company shall have fifteen (15) days from each such request to comply with Laurus’ demand; and (d) Promptly upon after (i) the filing thereof, copies of all Forms 10-Qthe Parent’s most recent registration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary Parent files with the Securities and Exchange Commission and(the “SEC”), together with copies of each Form 10-K so furnishedor notice to Laurus that such documents have been filed as long as such documents are available on the SEC’s web site, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of and (ii) the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt issuance thereof, copies of such financial statements, reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) proxy statements as the Agent or any Lender may from time Parent shall send to time reasonably requestits stockholders.

Financial Reporting. The Borrower Company will maintain, for itself and each ------------------- Consolidated Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Agent, for distribution to the Lenders: (i) Within 90 days after the close of each of its fiscal years, an unqualified audit report (with all amounts stated in Dollars) certified by independent certified public accountants, accountants acceptable to the Required Lenders, prepared in accordance with Agreement Accounting Principles U.S. GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its the Consolidated Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have (x) reviewed the calculations in respect of EBITDA for purposes of calculating the financial covenants set forth in Article VI and such calculations ---------- of EBITDA have been adequately prepared in accordance with the terms of this Agreement, and (y) obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 60 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its the Consolidated Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” I --------- hereto signed by the Chief its Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after Promptly upon the close of each fiscal year, a statement furnishing thereof to the shareholders of the Unfunded Liabilities Company, copies of each Single Employer Planall financial statements, certified as correct by an actuary enrolled under ERISAreports and proxy statements so furnished. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower Company or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ixvi) Promptly upon the Borrower’s receipt thereofAs soon as practicable, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten thirty (30) days after learning thereofthe close of each calendar month, notification with sufficient copies for the Lenders, a Borrowing Base Certificate, together with such supporting documents as the Agent may reasonably request, all certified as being true and correct by a Financial Officer. The Company may update the Borrowing Base Certificates and supporting documents more frequently than monthly and the most recently delivered Borrowing Base Certificates shall be the applicable Borrowing Base Certificates for purposes of determining the Borrowing Base at any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiarytime. (xivii) As soon as practicable and in any event not later than ninety (90) days after the beginning of each fiscal year commencing with the fiscal year beginning December 1, 1999, for itself and the Consolidated Subsidiaries, a copy of the plan and forecast (including a projected balance sheet, income statement and a statement of cash flow and management's discussion of business assumptions with respect thereto) for the upcoming fiscal year prepared in such detail as shall be reasonably satisfactory to the Agent. (viii) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiaryits Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principlesGAAP and, and subject to Section 10.02, will furnish or cause to be furnished to the Administrative Agent for further delivery to the Lenders: (ia) Within 90 days after the close of each of its fiscal yearsyears (or, an unqualified audit report certified if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by independent certified public accountantsthe SEC)), acceptable to for itself and its Subsidiaries on a consolidated basis, a balance sheet as of the Lendersend of such fiscal year and the related statements of income, and consolidated stockholders’ equity and cash flows for such fiscal year, prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as and accompanied by an audit report certified by an independent registered public accounting firm that is reasonably acceptable to the Required Lenders (it being agreed that PricewaterhouseCoopers LLP or any of the end other “Big Four” accounting firms shall be acceptable to the Required Lenders), which audit report shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such periodaudit; provided that such report may set forth qualifications to the extent such qualifications pertain solely to changes in GAAP from those applied during earlier accounting periods, related profit and loss and reconciliation the implementation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in which changes (with the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion concurrence of such accountants, any Default or Unmatured Default shall exist, stating ) is reflected in the nature and status thereoffinancial statements accompanying such report. (iib) Within 45 days after the close of each of the first three quarterly periods of each of its fiscal yearsyears (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), for itself and its SubsidiariesSubsidiaries on a consolidated basis, consolidated and consolidating unaudited a balance sheets sheet as at of the close end of each such period and the related statements of income, and consolidated stockholders’ equity and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officera Responsible Officer as to fairness of presentation and prepared, Chief Accounting Officer or Treasurerwith respect to such consolidated statements, in accordance with GAAP (subject to normal year end adjustments and absence of footnotes). (iiic) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” C hereto signed by the Chief Financial Officer, Chief Accounting a Responsible Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement Section 7.04 as of the last day of the fiscal period covered by such financial statements, and stating that no Default or Unmatured Event of Default exists, or if any Default or Unmatured Event of Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible thereof and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take ’s plans with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and will furnish to the LendersAdministrative Agent for further distribution to the Lenders the following: (ia) Within within 90 days after the close of each fiscal year of its fiscal yearsthe Borrower, an unqualified audit report certified by independent certified public accountants, acceptable accountants of recognized national standing (which in each case shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the Lendersscope of such audit), prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself the Borrower and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flowsflows on a consolidated and consolidating basis, accompanied by a certificate of any final management letter prepared by said accountants that, in to the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.Borrower; (iib) Within within 45 days after the close of the first three quarterly periods of each of its the Borrower’s fiscal yearsyears (commencing with the first fiscal quarter ending after the Closing Date), for itself the Borrower and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and period, consolidated and consolidating profit and loss and reconciliation of surplus statements and a consolidated and consolidating statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Financial Officer of the Borrower as in each case fairly presenting, in all material respects, the consolidated financial condition of the Borrower and its Chief Financial Officer, Chief Accounting Officer or Treasurer.consolidated Subsidiaries (subject to normal year-end adjustments and the absence of footnotes) and having been prepared in reasonable detail; (iiic) Together [Reserved]; (d) together with the financial statements required hereunderunder Sections 6.01(a) and (b), a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower Compliance Certificate showing the calculations necessary to determine compliance with this Agreement (including, for fiscal periods (x) ending prior to the Revolver Termination Date, Sections 6.22(a), 6.22(b) and 6.22(d) and (y) ending prior to the Term Loan Maturity Date, Section 6.27) and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.; (ive) Within 330 within 60 days after the commencement of each fiscal year of the Borrower and its Subsidiaries, a financial forecast of the Borrower and its Subsidiaries for such fiscal year; (f) within 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA.; (vg) As soon as possible and in any event within 10 days 30 Business Days after the Borrower knows that any Reportable Event has occurred with respect to any Single Employer Plan, a statement, signed by the Chief a Financial Officer, Chief Accounting Officer, Treasurer or Vice President Officer of the Borrower, Borrower describing said Reportable Event and the action which the Borrower or any Affiliate of the Borrower proposes to take with respect thereto.; (vih) As promptly (and in any event within 10 Business Days) following the occurrence of the following events, copies of (i) any amendments, supplements or other modifications to the Second Priority Debt Documents (as defined in the First Lien/Second Lien Intercreditor Agreement) and (ii) any new Second Priority Debt Documents (as defined in the First Lien/Second Lien Intercreditor Agreement); (i) as soon as possible and in any event within 10 days after receipt by on the Borrower, a copy later of (ai) 30 days following the occurrence of the following events or (ii) the first date required for delivery of the financial statements pursuant to Section 6.01(a) or 6.01(b) after the occurrence of the following events, written notice of the creation, establishment or acquisition of any notice Subsidiary or claim the issuance by or to the effect that the Borrower or any of its Subsidiaries is of any Capital Stock; and (j) promptly following any request therefor, (i) such other information regarding the business, financial or may be liable to any Person as a result corporate affairs of the release by the Borrower, any of Borrower and its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request, and (ii) all documentation and other information reasonably requested by the Administrative Agent or any Lender that is required for compliance with the Act or other “know your customer” and anti-money laundering rules and regulations, including the Beneficial Ownership Regulation. Information required to be delivered pursuant to this Section 6.01 shall be deemed to have been delivered if such information, or one or more annual, quarterly or current reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or such reports shall be available on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or on the website of the Borrower at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ and, except in the case of quarterly and annual financial statements under Section 6.01(a) and Section 6.01(b), the Borrower has given notice that such reports are so available. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. If any information which is required to be furnished to the Lenders under this Section 6.01 is required by law or regulation to be filed by the Borrower or the Borrower with a government body on an earlier date, then the information required hereunder shall be furnished to the Lenders at such earlier date (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes). The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the LC Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials 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, the Arrangers, the LC Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.09); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, consistently applied, and furnish to the Lenders: (ia) Within 90 As soon as practicable and in any event within 100 days after the close of each of its fiscal yearsFiscal Years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such periodperiod and related statements of income, related profit retained earnings and loss and reconciliation of surplus statements, and a statement of cash flows, flows accompanied by any management letter prepared by said accountants and a certificate of said accountants that, in the course of their the examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 As soon as practicable and in any event within sixty (60) days after the close of each of the first three quarterly periods (3) Fiscal Quarters of each of its fiscal yearsFiscal Years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit statements of income, retained earnings and loss statements and a statement of cash flows for the period from the beginning of such fiscal year Fiscal Year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iiii) Upon the earlier of (A) fifteen (15) days after the regulatory filing date or (B) seventy-five (75) days after the close of each fiscal year of each Significant Insurance Subsidiary of the Borrower, copies of the unaudited Annual Statement of such Insurance Subsidiary, certified by the chief financial officer or the treasurer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP and (ii) no later than each June 15, copies of financial statements prepared in accordance with SAP, or generally accepted accounting principles with a reconciliation to SAP, and certified by independent certified public accountants of recognized national standing. (d) Upon the earlier of (i) ten (10) days after the regulatory filing date or (ii) sixty (60) days after the close of each of the first three (3) fiscal quarters of each fiscal year of each Significant Insurance Subsidiary of the Borrower, copies of the unaudited Quarterly Statement of such Insurance Subsidiary, certified by the chief financial officer or the treasurer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied through the period reflected herein. (e) Promptly and in any event within ten (10) days after (i) learning thereof, notification of any changes after the date of this Agreement in the rating given by A.M. Best & Co. in respect of any Significant Insurance Subsidiary of the Borrower and (ii) receipt thereof, copies of any ratings analysis by A.M. Best & Co. relating to any Significant Insurance Subsidiary of the Borrower. (f) Copies of any outside actuarial reports prepared with respect to any valuation or appraisal of any Significant Insurance Subsidiary of the Borrower, promptly after the receipt thereof. (g) Together with the financial statements required hereunderby CLAUSES (a) and (b) above, a compliance certificate in substantially the form of Exhibit “B” EXHIBIT B hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower Borrower's chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (ivh) Within 330 days Promptly after the same becomes available after the close of each fiscal yearFiscal Year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (vi) As soon as possible and in any event within 10 ten (10) days after the Borrower knows that any Reportable Termination Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Termination Event and the action which the Borrower proposes to take with respect thereto. (vij) As soon as possible and in any event within 10 ten (10) days after receipt by the Borrower, a copy of (ai) any notice notice, claim, complaint or claim order to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, Borrower or any of its Subsidiaries, or any other Person Subsidiaries of any toxic Hazardous Materials into the environment or hazardous waste requiring that action be taken to respond to or substance clean up a release of Hazardous Materials into the environment, and (bii) any notice notice, complaint or citation alleging any violation of any federal, state or local environmental, health or safety law or regulation Environmental Law by the Borrower or any of its Subsidiaries, which, in . Within ten (10) days of the case Borrower or any of either its Subsidiaries having knowledge of the enactment or (b) above, promulgation of any Environmental Law which could reasonably be expected to have a Material Adverse Effect, the Borrower shall provide the Agent with written notice thereof. (viik) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiil) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission andCommission, together with copies the National Association of each Form 10-K so furnishedSecurities Dealers, a list of such revisions to Schedule “1”any securities exchange, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned NAIC or any insurance commission or department or analogous Governmental Authority (including any filing made by the Borrower or other Subsidiariesany of its Subsidiaries pursuant to any insurance holding company act or related rules or regulations), but excluding routine or non-material filings with the NAIC, any insurance commissioner or department or analogous Governmental Authority. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (xm) Promptly and in any event within ten (10) days after learning thereof, notification of (i) any decrease after material tax assessment, demand, notice of proposed deficiency or notice of deficiency received by the Closing Date in Borrower or any other Consolidated Person or (ii) the rating given by A.M. Best & Co. in respect filing of any Insurance Subsidiarytax Lien or commencement of any judicial proceeding by or against any such Consolidated Person, if any such assessment, demand, notice, Lien or judicial proceeding relates to tax liabilities in excess of ten percent (10%) of the net worth (determined according to generally accepted accounting standards and without reduction for any reserve for such liabilities) of the Borrower and its Subsidiaries taken as a whole. (xin) Promptly after reviewed by the relevant board of directors, a copy of the Borrower's investment policy compliance report. (o) As soon as possible and in any event within two (2) Business Days after the Borrower obtains knowledge thereof, notice of any change in the S&P or ▇▇▇▇▇'▇ credit rating of Fund. (p) Such other information (including, without limitation, the annual Best's Advance Report Service report prepared with respect to each Insurance Subsidiary of the Borrower rated by A.M. Best & Co. and non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Obligors will prepare and deliver (provided that public filings shall be deemed “delivered”) to the Lenders, in a form satisfactory to the Required Lenders, acting reasonably: 9.1.1.1 as soon as available and in any event within 120 days after the end of each Fiscal Year of the relevant Obligor: 9.1.1.1.1 annual audited Financial Statements of the Borrower will maintainon a Consolidated Basis, for itself together with a management discussion and each Subsidiaryanalysis relating to the Financial Statements and an auditor’s report prepared by an internationally recognized independent firm of chartered accountants selected by the board of directors of the Borrower, a system containing the auditor’s confirmation that its examinations of accounting established and administered those Financial Statements were made in accordance with generally accepted accounting principlesauditing standards and the auditor’s opinion that those Financial Statements present fairly in all material respects, as applicable, the consolidated and furnish to unconsolidated financial position of the Lenders: (i) Within 90 days after Borrower as of the close of each Fiscal Year, and the results of its fiscal yearsoperations and changes in financial position for the Fiscal Year then ended, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on IFRS; each certified to be true and in accordance with IFRS by a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as Responsible Officer of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.relevant Obligor; (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets 9.1.1.2 as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible available and in any event within 10 60 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President end of each of the Borrowerfirst three Fiscal Quarters of each Fiscal Year of the Obligors, describing said Reportable Event and the action which quarterly unaudited Financial Statements of the Borrower proposes on a Consolidated Basis as at the end of each of those Fiscal Quarters, each prepared in accordance with IFRS and certified to take be true and in accordance with respect thereto.IFRS by a Responsible Officer of the relevant Obligor; (vi) As 9.1.1.3 as soon as possible available and in any event within 10 30 days after receipt by of the Borrowerend of each month other than a month which is the last month in a Fiscal Quarter, a copy monthly unaudited balance sheet, statement of (a) any notice or claim to the effect that income, statement of retained earnings and statement of cash flow of the Borrower or any of its Subsidiaries is or may be liable to any Person as on a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be Consolidated Basis prepared in accordance with SAP consistently applied throughout the periods reflected therein IFRS and certified to be true and in accordance with IFRS by a Responsible Officer of the relevant Obligor; 9.1.1.4 concurrently with the Financial Statements and other information referred to in Sections 9.1.1.1 and 9.1.1.2, a duly executed and completed Compliance Certificate relating to the Fiscal Year or Fiscal Quarter, as applicable, of each Obligor being reported upon, certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries Responsible Officer of the Borrower; 9.1.1. 5 within 30 days of the start of each Fiscal Year, their respective jurisdictions of incorporation an annual budget in reasonable detail including monthly income and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.expenses; and

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: 6.1.1 Within ninety (i90) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its consolidated Subsidiaries, including balance sheets as of the end of such period, related profit statements of income and loss and reconciliation of surplus statements, and a statement statements of cash flows, accompanied by (a) an audit report, unqualified as to scope, of a nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Lenders (it being understood and agreed that consolidating financial statements need not be certified by such accountants); (b) any management letter prepared by said accountants and (c) a certificate of said accountants (which certificate may be limited to the extent required by generally accepted accounting principles, rules or guidelines) that, in the course of their examination necessary for their certification audit of the foregoingfinancial statements of the Borrower and its consolidated Subsidiaries, which audit was conducted in accordance with generally accepted accounting standards, they have obtained no knowledge of any Event of Default or Unmatured Event of Default, or if, in the opinion of such accountants, any Event of Default or Unmatured Event of Default shall exist, stating the nature and status thereof. 6.1.2 Within forty-five (ii45) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its consolidated Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation in all material respects in accordance with Agreement Accounting Principles, compliance with Agreement Accounting Principles, and consistency by its Chief Financial Officerchief financial officer or treasurer, Chief Accounting Officer or Treasurerexcept for normal year-end audit adjustments and the absence of footnotes. (iii) 6.1.3 Together with the financial statements required hereunderunder Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officer, Chief Accounting Officer its chief financial officer or Treasurer of the Borrower treasurer showing the calculations necessary to determine compliance with this Agreement and Sections 6.20 through 6.24, an officer's certificate in substantially the form of Exhibit F stating that that, to such officer's knowledge, no Event of Default or Unmatured Event of Default exists, or if any Event of Default or Unmatured Event of Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) 6.1.4 As soon as possible and in any event within 10 ten (10) days after the Borrower knows that any material Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer chief financial officer or Vice President treasurer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) 6.1.5 As soon as possible and in any event within 10 ten (10) days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation Environmental Law by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) 6.1.6 Promptly upon the filing thereof, copies of all Forms registration statements and copies of all filings on forms 10-K, 10-Q, 10-K and or 8-K which the Borrower or any Subsidiary files of its Subsidiaries makes with the Securities and Exchange Commission andCommission, together with copies of each Form 10-K so furnishedincluding, a list of such revisions to Schedule “1”without limitation, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries certifications and other filings required by Section 302 and Section 906 of the Borrower, their respective jurisdictions Sarbanes-Oxley Act of incorporation 2002 and the percentage of their respective capital stock owned by the Borrower or other Subsidiariesall rules and regulations relate▇ ▇▇▇▇▇▇▇. (ix) Promptly upon the Borrower’s receipt thereof6.1.7 As soon as practicable, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten thirty (30) days after learning the beginning of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for such fiscal year. 6.1.8 As soon as possible, and in any event within three (3) Business Days (in the case of the Borrower) and fifteen (15) days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to the Administrative Agent and its counsel of any decrease after the Closing Date change in the rating given by A.M. Best & Co. in respect jurisdiction of organization of the Borrower or any Insurance SubsidiaryGuarantor. (xi) 6.1.9 Such other information (including, without limitation, including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request. If any information which is required to be furnished to the Lenders under this Section 6.1 is required by law or regulation to be filed by the Borrower with a government body on an earlier date, then the information required hereunder shall be furnished to the Lenders promptly following such earlier date.

Financial Reporting. The Borrower will maintainfurnish to the Lender: (a) as soon as available, for itself and but in any event within 180 days after the end of each Subsidiaryfiscal year of the Borrower, a system balance sheet of accounting established the Borrower as at the end of such fiscal year, and administered the related statements of income or operations and cash flows for such fiscal year; each such statement of assets and liabilities and the related schedule of investments and statements of operations and changes in net assets shall be certified without qualification by independent public accountants, which certification shall (i) state that the examination by such independent public accountants in connection with such financial statements has been made in accordance with those auditing standards required by the ICA and prescribed by the SEC for the Borrower or, to the extent not so required or prescribed, generally accepted accounting principles, auditing standards in the United States and furnish to (ii) include the Lenders:opinion of such independent public accountants that such financial statements have been prepared in conformity with Applicable Accounting Principles; (ib) Within as soon as available, but in any event within 90 days after the close end of the first semiannual accounting period in each fiscal year of its fiscal yearsthe Borrower, an unqualified audit report certified by independent certified public accountantsa copy of the Borrower’s statement of assets and liabilities as at the end of such semiannual period, acceptable to together with the Lendersrelated schedule of investments and statements of operations and changes in net assets for such period all in reasonable detail, prepared in accordance with Agreement Applicable Accounting Principles, consistently applied, and certified (subject to the absence of footnotes and normal year-end adjustments) as to fairness of presentation, Applicable Accounting Principles on and consistency by its chief financial officer. (c) as soon as available, but in any event within four (4) days after the end of each week, a consolidated duly completed valuation certificate, substantially in the form of Exhibit A certified to be true and consolidating basis correct by an Authorized Officer of the Borrower which shall include a statement (consolidating statements need not be certified by such accountantsi) for itself with the composition of the Borrower’s assets with respect to the Collateral held in the Custody Account, (ii) calculations of the Borrower’s Asset Coverage and its Subsidiaries, including balance sheets Adjusted Net Assets as of the end of such period, related profit calendar week and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together a calculation demonstrating compliance with Section 2.2; (d) together with the financial statements required hereunderunder Sections 6.1(a) and (b), a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Event of Default exists, or if any Default or Unmatured Event of Default exists, stating the nature and status thereof.; (ive) Within 330 days after promptly upon the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim furnishing thereof to the effect that shareholders of the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance SubsidiarySEC, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority.furnished; (viiif) Promptly promptly upon the filing thereof, copies of all Forms 10-Qregistration statements (and amendments thereto) and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary files with the Securities SEC; (i) prompt written notice in the event that (i) the Borrower’s Board of Directors approve to effect a change in any of its Investment Policies and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries Restrictions or (ii) the approval of the Borrower’s shareholders is sought for a change in any of its Investment Policies and Restrictions, their respective jurisdictions and (ii) prior to it effective date, copies of incorporation all amendments or other modifications to the Investment Policies and Restrictions, the percentage Prospectus or the Borrower’s Constituent Documents; (h) prompt written notice in the event that any officer or employee of their respective capital stock owned by the Borrower or the Investment Adviser that has material involvement with the investment activities of the Borrower or the Investment Adviser shall have been indicted, with respect to a Governmental Authority in a jurisdiction in the United States, or charged with a criminal offense by any other Subsidiaries.Governmental Authority that is punishable by deprivation of liberty for a maximum term which shall be greater than one (1) year, for a fraudulent act, a violation of securities or banking laws, or for a willful act related to the Borrower, the Investment Adviser, or their respective businesses; and (ixi) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such such other information (including, without limitation, including non-financial informationinformation and environmental reports) as the Agent or any Lender may from time to time reasonably request. Any financial statement required to be furnished pursuant to Section 6.1(a) or Section 6.1(b) shall be deemed to have been furnished on the date on which the Lender receives notice that the Borrower has filed such financial statement with the SEC and is available on the E▇▇▇▇ website on the Internet at w▇▇.▇▇▇.▇▇▇ or any successor government website that is freely and readily available to the Lender without charge; provided that the Borrower shall give notice of any such filing to the Lender. Notwithstanding the foregoing, the Borrower shall deliver paper or electronic copies of any such financial statement to the Lender if the Lender requests the Borrower to furnish such paper or electronic copies until written notice to cease delivering such paper or electronic copies is given by the Lender. If any information which is required to be furnished to the Lender under this Section 6.1 is required by Applicable Law to be filed by the Borrower with a government body on an earlier date, then the information required hereunder shall be furnished to the Lender at such earlier date.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiaryits Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and will furnish or cause to be furnished to the Administrative Agent with sufficient copies for each of the Lenders: (ia) Within 90 As soon as practicable but in any event within 105 days after the close of each of its fiscal years, an unqualified audit report (which audit report shall be unqualified or shall be otherwise reasonably acceptable to the Required Lenders; PROVIDED that such report may set forth qualifications to the extent such qualifications pertain solely to changes in generally accepted accounting principles from the Agreement Accounting Principles applied during earlier accounting periods, the implementation of which changes (with the concurrence of such accountants) is reflected in the financial statements accompanying such report), certified by independent certified public accountants, accountants who are reasonably acceptable to the Required Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, period and the related profit and loss and reconciliation statements of surplus statementsincome, and a statement of consolidated stockholder's equity and cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 As soon as practicable but in any event within 60 days after the close of each of the first three quarterly periods of each of its fiscal years, for itself and its SubsidiariesSubsidiaries on a consolidated basis, consolidated and consolidating unaudited balance sheets as at of the close end of each such period and the related statements of income, and consolidated stockholder's equity and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Controller or Treasurer as to fairness of presentation and prepared, with respect to such consolidated statements, in accordance with Agreement Accounting Officer or TreasurerPrinciples (subject to normal year end adjustments). (iiic) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” EXHIBIT C hereto signed by the its Chief Financial Officer, Chief Accounting Officer Controller or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement SECTIONS 6.16 and 6.17, and including a representation that the Borrower is in compliance with SECTION 6.20, in each case as of the last day of the fiscal period covered by such financial statements, and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereofthereof and the Borrower's plans with respect thereto; provided, that each such compliance certificate delivered with the financial statements required under SECTION 6.1(a) shall also show the calculations necessary to determine compliance with SECTION 6.20 as of the last day of the fiscal period covered by such financial statements. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (vd) As soon as possible and in any event within 10 days after an executive officer of the Borrower knows that any Reportable Event or any other event described in SECTION 5.9 has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Officer or Treasurer or Vice President of the Borrower, describing said Reportable Event or other event and the action which the Borrower proposes to take with respect thereto. (vie) As soon as possible and in any event within 10 days after receipt by the BorrowerBorrower or any Subsidiary, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any petroleum, toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federalEnvironmental, state Health or local environmental, health or safety law or regulation Safety Requirements of Law by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse EffectEffect or subject the Borrower and its Subsidiaries to liability, individually or in the aggregate, in excess of $20,000,000 (in each case, determined after giving effect to claims which the Borrower has demonstrated to the reasonable satisfaction of the Administrative Agent are covered by applicable third-party insurance policies (other than retro-premium insurance or other policies with similar self-insurance attributes) of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage). (viif) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiig) Promptly upon the filing thereof, copies of all Forms 10-Qfinal registration statements, 10-K proxy statements and 8-K annual, quarterly, monthly or other reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with (PROVIDED the Borrower shall not be obligated to provide copies of each Form 10-K so furnishedroutine reports which are required to be filed concerning the management of employee benefit plans, a list including, without limitation, stock purchases or the exercise of stock options made under any such revisions employee benefit plan). (h) Except to Schedule “1”the extent that such items are redundant with reports or information otherwise provided pursuant to this SECTION 6.1, if anypromptly upon the furnishing thereof to the holders thereof, as shall be necessary copies of all financial statements and reports furnished to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries the holders of (or trustee or other representative for the Borrower, their respective jurisdictions holders of) any Indebtedness for money borrowed of incorporation and the percentage of their respective capital stock owned by the Borrower or other its Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xii) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and shall furnish (or cause to the Lendersbe furnished) to Lender: (i) Within 90 As soon as available and in any event within thirty (30) days after the close end of each of its fiscal yearsquarter of Borrower’s fiscal year, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, a copy of Borrower’s internally prepared in accordance with Agreement Accounting Principles on financial statements consisting of a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets sheet as of the end close of such period, fiscal quarter and related profit income statement and loss cash flow statement for such fiscal quarter and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such fiscal quarter. To the extent not included in the financial statements described in this Section 9(b)(i), Borrower shall also provide Lender, within the same time period referenced above, the items required to be provided by Borrower that are listed in Table II of Appendix C to the MSPLF FAQ, a copy of which is attached hereto as Exhibit C and where applicable reasonably detailed calculations of the required data, required by the MSPLF as of the end of such quarter of the Borrower. Such financial statements and calculations, in each case, shall be true and accurate in all certified by its Chief Financial Officermaterial respects and, Chief Accounting Officer or Treasurerwhere applicable, present fairly in all material respects the financial condition of the Borrower for the period covered thereby in accordance with GAAP, consistently applied. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (vii) As soon as possible and available, but in any event within 10 ninety (90) days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President end of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the each fiscal year of Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any annual audit report of Air T and its Subsidiaries is or may be liable to any Person as subsidiaries for such year including a result copy of the release by audited consolidated balance sheet of Air T and its subsidiaries as at the Borrowerend of such year and the related audited consolidated statements of income and of cash flows for such year, any setting forth in each case in comparative form the figures for the previous year, together with an opinion as to such audit report of its SubsidiariesDeloitte LLP or other independent certified public accountants of nationally recognized standing which does not contain a “going concern” or similar qualification or exception, or any other Person qualification arising out of any toxic or hazardous waste or substance into the environmentscope of the audit, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, whichtogether with related consolidating financial statements all prepared in accordance with generally accepted auditing standards; provided that, in the case event of either or (b) aboveany change in generally accepted accounting principles used in the preparation of such financial statements, could reasonably Borrowers shall also provide a reconciliation of such financial statements to GAAP. Additionally, to the extent not included in the annual financial statements referred to in elsewhere in this Section 9(b)(ii), Borrower shall provide Lender with any information required to be expected provided by Borrower listed in Table I of Appendix C to have the MSPLF FAQ, a Material Adverse Effect.copy of which is attached hereto as Exhibit C. (viiiii) Within 75 ninety (90) days after the close end of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions Borrower will provide a review of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.annual financial

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 120 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its the Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied . Any management letter prepared by a certificate of said accountants that, in connection with the course of their examination necessary for their certification of foregoing annual audit report shall be furnished to the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in Lenders within five days after it is received by the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofBorrower. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its the Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” "C" hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 As soon as possible and in any event within 10 Business Days thereafter, notice of the establishment of any Single Employer Plan; thereafter, within 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days Business Days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days Business Days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 As soon as available, but in any event within 30 days after the close beginning of each fiscal year of each Insurance Subsidiarythe Borrower, copies a copy of the Annual Statement of each plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary Borrower for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfiscal year. (viii) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished. (ix) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance SubsidiaryCommission. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principlesGAAP, and furnish to the Administrative Agent, for the benefit of the Lenders: (i) Within 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the SEC) after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by the Company’s independent certified public accountants) audit report certified by independent certified public accountants, accountants reasonably acceptable to the LendersAdministrative Agent, prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the SEC) after the close of each of the first three quarterly periods of each of its fiscal yearsyear, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating unaudited profit and loss statements and a consolidated unaudited statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Designated Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the financial statements required hereunderunder Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit K (a “B” hereto Compliance Certificate”) signed by the Chief its Designated Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days 30 Business Days after the Borrower Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Designated Financial Officer, Chief Accounting Officer, Treasurer or Vice President Officer of the BorrowerCompany, describing said Reportable Event and the action which the Borrower Company proposes to take with respect thereto. (viv) As soon as possible and in any event within 10 days 15 Business Days after receipt by the BorrowerCompany, a copy of (a) any written notice or claim to the effect that the Borrower Company or any of its Subsidiaries is or may be liable to any Person as a result of the release Release by the BorrowerCompany, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance Hazardous Substances into the environment, and (b) any written notice alleging any violation of any federal, state or local environmental, health or safety law or regulation Environmental Law by the Borrower Company or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (viivi) Within 75 days Promptly after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (sending or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Qreports, 10-K proxy statements and 8-K which financial statements that the Borrower Company or any Subsidiary of its Subsidiaries sends to or files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage any of their respective capital stock owned by securities holders (other than the Borrower Company or other Subsidiariesanother Subsidiary) or any securities exchange or the SEC pertaining to the Company or any of its Subsidiaries as the issuer of securities. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xivii) Such other information (including, without limitation, including non-financial information) as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Notwithstanding the foregoing clauses (i) and (ii) above, as to any information contained in materials furnished pursuant to clause (vi) above, the Company shall not be separately required to furnish such information under the clauses (i) or (ii) above, provided the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in the above clauses (i) and (ii) above at the times specified therein. Materials required to be delivered pursuant to any of clauses (i) through (vi), inclusive, above (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet, and gives written notice thereof to the Administrative Agent; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and the Administrative Agent shall have received written notice of such posting.

Financial Reporting. 2 The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 100 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower's independent certified public accountants) audit report certified by independent certified public accountants, accountants acceptable to the Required Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 60 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iii) As soon as available, but in any event within 90 days after the beginning of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower and its Subsidiaries for such fiscal year. (iv) Together with the financial statements required hereunderunder Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit “B” hereto A signed by the its Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (ivv) Within 330 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (vvi) As soon as possible and in any event within 10 20 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vivii) As soon as possible and in any event within 10 20 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (viiviii) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiiix) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance SubsidiaryCommission. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower Whirlpool will maintain, for itself Whirlpool and each Subsidiaryof its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Administrative Agent, for distribution to the Lenders: (i) Within 90 days after the close of each of its Whirlpool’s fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lendersaccountants of recognized national standing selected by Whirlpool, prepared in accordance with Agreement Accounting Principles generally accepted accounting principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself Whirlpool and its Consolidated Subsidiaries, including a consolidated balance sheets sheet as of the end of such period, period and related profit consolidated statements of earnings and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied provided that Whirlpool shall not be required to furnish separately any such financial statements that are filed electronically with the Securities and Exchange Commission by a certificate of said accountants that, in Whirlpool at the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.times specified herein; (ii) Within 45 60 days after the close of each of the first three quarterly periods of each of its Whirlpool’s fiscal years, for itself Whirlpool and its the Consolidated Subsidiaries, an unaudited consolidated and consolidating unaudited balance sheets sheet as at the close of each such period and a consolidated and consolidating profit and loss statements and a statement of earnings and cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified certified, subject to year-end audit adjustments, by its Chief Financial an Authorized Officer, Chief Accounting Officer or Treasurer.; provided that Whirlpool shall not be required to furnish separately any such financial statements that are filed electronically with the Securities and Exchange Commission by Whirlpool at the times specified herein; (iii) Together with the financial statements required hereunderpursuant to clauses (i) and (ii) above, a compliance certificate in substantially the form of Exhibit “B” D hereto signed by the Chief Financial Officer, Chief Accounting an Authorized Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Credit Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.; (iv) Within 330 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal yearWhirlpool, a statement copies of all financial statements, reports and proxy statements so furnished, provided that Whirlpool shall not be required to furnish separately any such financial statements, reports and proxy statements that are filed electronically with the Unfunded Liabilities of each Single Employer Plan, certified as correct Securities and Exchange Commission by an actuary enrolled under ERISA.Whirlpool at the times specified herein; (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower Whirlpool or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission; provided that documents that are required to be delivered pursuant to this clause (v) shall be deemed to be delivered on the date on which Whirlpool or any of its Subsidiaries files such documents with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list and provides written notification of such revisions filing to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries.Administrative Agent; (ixvi) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary.[Reserved]; (xvii) Promptly and Within a reasonable time after receipt of a request therefor, which time shall in any event within ten be not less than two days after learning thereofnor more than thirty days, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such such other information (including, without limitation, including non-financial informationinformation and information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation) as the Administrative Agent or any Lender may from time to time reasonably request; and (viii) Promptly after Whirlpool has notified the Administrative Agent of any intention by Whirlpool to treat the Advances as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form.

Financial Reporting. The Borrower will maintain, for ------------------- itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Agent (which shall promptly provide copies to the Lenders:): (i) Within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted principles of accounting and required or approved by the Borrower's independent certified public accountants) audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its the Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by (a) any management letter prepared by said accountants and (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its the Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officerchief financial officer as being prepared, Chief to the best of his or her knowledge in accordance with Agreement Accounting Officer or TreasurerPrinciples, consistently applied, subject to normal year-end audit adjustments. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” F --------- hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the calculations necessary to determine compliance with Sections -------- 6.20, 6.21 and 6.22 of this Agreement and stating that no ---- ---- ---- Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close As soon as possible and in any event not later than January 31 of each fiscal yearyear commencing with the fiscal year beginning January 1, 2005, a copy of the plan and forecast (including a projected balance sheet, income statement and statement of cash flow) of the Unfunded Liabilities of each Single Employer Plan, certified Borrower and its Subsidiaries for the upcoming fiscal year prepared in such detail as correct by an actuary enrolled under ERISAshall be reasonably satisfactory to the Agent. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viii) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities Commission (other than routine filings relating solely to employee benefit plans and Exchange Commission andfilings on Forms 3, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of 4 or 5 regarding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ activities). In the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by event the Borrower or other Subsidiariesis no longer required to file reports with the Commission, the Borrower need not furnish such reports to the Agent, but nonetheless shall provide the Agent the financial statements previously contained in such reports. (ix) Promptly upon after the Borrower’s receipt execution thereof, copies of reports all material amendments to the Note Purchase Agreement or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance SubsidiaryReceivables Purchase Documents. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, accountants acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by (a) any management letter prepared by said accountants, and (b) as soon as possible but in no event later than April 30 of each calendar year, effective as of September 30 of the prior calendar year, a certificate of said accountants thatself-prepared report, which has been reviewed by Ernst & Young, or such other independent certified public accounting firm acceptable to Agent confirming that the in force insurance numbers in the course of their examination necessary for their certification of the foregoing, they year end Borrowing Base compliance certificate have obtained no knowledge of been reviewed with any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofdiscrepancies noted. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iii) Together with the financial statements required hereunderunder Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officer, Chief Accounting an Authorized Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement Agreement, showing the calculation of the Borrowing Base and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President an Authorized Officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (viv) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (viivi) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance SubsidiaryBorrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiivii) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xiviii) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request. If any information which is required to be furnished to the Lenders under this Section 6.1 is required by law or regulation to be filed with a government body on an earlier date, then the information required hereunder shall be furnished to the Lenders at such earlier date.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiaryits Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principlesGAAP and, and subject to Section 10.02, will furnish or cause to be furnished to the Administrative Agent for further delivery to the Lenders: (ia) Within 90 days after the close of each of its fiscal yearsyears (or, an unqualified audit report certified if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by independent certified public accountantsthe SEC)), acceptable to for itself and its Subsidiaries on a consolidated basis, a balance sheet as of the Lendersend of such fiscal year and the related statements of income, and consolidated stockholders’ equity and cash flows for such fiscal year, prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as and accompanied by an audit report certified by an independent registered public accounting firm that is reasonably acceptable to the Required Lenders (it being agreed that PricewaterhouseCoopers LLP or any of the end other “Big Four” accounting firms shall be acceptable to the Required Lenders), which audit report shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such periodaudit; provided that such report may set forth qualifications to the extent such qualifications pertain solely to changes in GAAP from those applied during earlier accounting periods, related profit and loss and reconciliation the implementation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in which changes (with the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion concurrence of such accountants, any Default or Unmatured Default shall exist, stating ) is reflected in the nature and status thereoffinancial statements accompanying such report. (iib) Within 45 days after the close of each of the first three quarterly periods of each of its fiscal yearsyears (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), for itself and its SubsidiariesSubsidiaries on a consolidated basis, consolidated and consolidating unaudited a balance sheets sheet as at of the close end of each such period and the related statements of income, and consolidated stockholders’ equity and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officera Responsible Officer as to fairness of presentation and prepared, Chief Accounting Officer or Treasurerwith respect to such consolidated statements, in accordance with GAAP (subject to normal year end adjustments and absence of footnotes). (iiic) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” D hereto signed by the Chief Financial Officer, Chief Accounting a Responsible Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement Section 7.04 as of the last day of the fiscal period covered by such financial statements, and stating that no Default or Unmatured Event of Default exists, or if any Default or Unmatured Event of Default exists, stating the nature and status thereofthereof and the Borrower’s plans with respect thereto. (ivd) Within 330 30 days after the close an executive officer of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable ERISA Event described in Section 5.09 (subject to materiality qualifiers contained therein) has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President a Responsible Officer of the Borrower, describing said Reportable Event event and the action which the Borrower proposes to take with respect thereto. (vie) As soon as possible and in any event within Within 10 days after receipt by the BorrowerBorrower or any Subsidiary, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any petroleum, toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federalEnvironmental, state Health or local environmental, health or safety law or regulation Safety Requirements of Law by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could would reasonably be expected to have a Material Adverse EffectEffect or subject the Borrower and its Subsidiaries to liability, individually or in the aggregate, in excess of the Threshold Amount (in each case, determined after giving effect to claims that are covered by applicable third-party insurance policies (other than retro-premium insurance or other policies with similar self-insurance attributes) of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage). (viif) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiig) Promptly upon the filing thereof, copies of all Forms 10-Qfinal registration statements, 10-K proxy statements and 8-K annual, quarterly, monthly or other reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with SEC (provided the Borrower shall not be obligated to provide copies of each Form 10-K so furnishedroutine reports which are required to be filed concerning the management of employee benefit plans, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as stock purchases or the Agent exercise of stock options made under any such employee benefit plan or any Lender may materials for which the Borrower has sought confidential treatment from time to time reasonably requestthe SEC).

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, consistently applied, and will furnish to the Lenders: (ia) Within 90 As soon as practicable and in any event within one hundred (100) days after the close of each of its fiscal yearsFiscal Years, an unqualified audit report certified by independent certified public accountants, accountants acceptable to the Required Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) and setting forth in comparative form figures for the preceding Fiscal Year for itself and its SubsidiariesConsolidated Subsidiaries and on a stand alone basis for the Borrower, including balance sheets as of the end of such periodperiod and related statements of income, related profit stockholders' equity and loss and reconciliation of surplus statementscash flows accompanied by (i) any management letter prepared by said accountants, and a statement of cash flows, accompanied by (ii) a certificate of said accountants that, in the course of their the examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 As soon as practicable and in any event within fifty (50) days after the close of the first three quarterly periods Fiscal Quarters of each of its fiscal yearsFiscal Years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of income, stockholders' equity and cash flows for the period from the beginning of such fiscal year Fiscal Year to the end of such quarterquarter setting forth in each case in comparative form figures for the corresponding period in the prior Fiscal Year, all prepared in accordance with Agreement Accounting Principles and in reasonable detail, and all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (c) As soon as available and in any event (i) within sixty (60) days after the close of each Fiscal Year of each Insurance Subsidiary, the Annual Statement of such Insurance Subsidiary for such Fiscal Year as filed with the insurance commissioner (or similar authority) in such Insurance Subsidiary's state of domicile, together with (ii) within sixty (60) days after the close of each Fiscal Year of each Insurance Subsidiary, the opinion thereof of the chief financial officer of the Borrower stating that such Annual Statement presents the financial condition and results of operations of such Insurance Subsidiary in accordance with SAP, (iii) on or prior to each June 1 after the close of each Fiscal Year of each Insurance Subsidiary, the opinion of a firm of certified public accountants reasonably satisfactory to the Required Lenders, who shall have examined such Annual Statement and whose opinion shall not be qualified as to the scope of audit or as to the status of such Insurance Subsidiary as a going concern, and (iv) within one hundred twenty (120) days after the close of each Fiscal Year of each Insurance Subsidiary, a written review of and favorable opinion of KPMG Peat Marwick or another firm of certified public accountants reasonably satisfactory to the Required Lenders on the methodology and assumptions used to calculate the Loss Reserves of such Insurance (d) As soon as available and in any event on or prior to each May 1 after the close of each Fiscal Year of the Insurance Subsidiaries, the Consolidated Annual Statement of the Insurance Subsidiaries for such Fiscal Year, prepared in accordance with SAP and filed with the New York Insurance Department. (e) As soon as available and in any event within fifty (50) days after the close of each of the first three Fiscal Quarters in each Fiscal Year of each Insurance Subsidiary, quarterly financial statements of such Insurance Subsidiary (prepared in accordance with SAP) for such Fiscal Quarter and as filed with the insurance commissioner (or similar authority) in such Insurance Subsidiary's state of domicile, together with the opinion thereon of the chief financial officer of the Borrower stating that such financial statements present the financial condition and results of operations of such Insurance Subsidiary in accordance with SAP. (f) As soon as available, but in any event within 120 days after the beginning of each Fiscal Year, a copy of the plan and forecast of the Borrower and its Subsidiaries for such Fiscal Year in the form customarily prepared by the Borrower. (g) Together with the financial statements required hereunderby clauses (a) and (b) above, a compliance certificate in substantially the form of Exhibit “B” B hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (vh) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Termination Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Termination Event and the action which the Borrower proposes to take with respect thereto. (vii) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (ai) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (bii) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries. (j) As soon as possible and in any event within 10 days after the Borrower learns thereof, whichnotice of the assertion or commencement of any claims, in action, suit or proceeding against or affecting the case of either Borrower or (b) above, could any Subsidiary which may reasonably be expected to have a Material Adverse Effect. (viik) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiil) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (xm) Promptly and in any event within ten (10) days after learning thereof, notification of (i) any decrease tax assessment, demand, notice of proposed deficiency or notice of deficiency received by the Borrower or any Consolidated Person or (ii) the filing of any tax Lien or commencement of any judicial proceeding by or against any such Consolidated Person, if any such assessment, demand, notice, Lien or judicial proceeding relates to tax liabilities in excess of $500,000. (n) Promptly, and in any event within five days after (i) learning thereof, notification of any changes after the Closing Date date hereof in the Borrower's S&P Financial Strength Rating or in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary and (ii) receipt thereof, copies of any ratings analysis by A.M. Best & Co. relating to any Insurance Subsidiary. (xio) Such Copies of any actuarial certificates prepared with respect to any Insurance Subsidiary, promptly after the receipt thereof, and not later than 90 days after each Fiscal Year, an actuarial opinion with respect to each Insurance Subsidiary in form and substance reasonably satisfactory to the Agent and the Required Lenders from KPMG or any other information independent actuarial firm reasonably satisfactory to the Agent and the Required Lenders. (p) Promptly upon the filing thereof, copies of all filings and annual, quarterly, monthly or other regular reports which the Borrower or any of its Subsidiaries files with the NAIC or any insurance commission or department or analogous Governmental Authority (including, without limitation, any filing made by the Borrower or any Subsidiary pursuant to any insurance holding company act or related rules or regulations), but excluding routine or non-financial informationmaterial filings with the NAIC, any insurance commissioner or department or analogous Governmental Authority. (q) In addition to the requirements of clause (c)(iv) above, as promptly as reasonably practicable following the request of the Required Lenders, a report prepared by an independent actuarial consulting firm reasonably acceptable to the Required Lenders reviewing the adequacy of Loss Reserves of each Insurance Subsidiary, which firm shall be provided access to or copies of all reserve analyses and valuations relating to the insurance business of each Insurance Subsidiary in the possession of or available to the Borrower or its Subsidiaries; provided, that, in the event that the written review required to be provided to the Lenders in respect of any Fiscal Year pursuant to clause (c)(iv) above is provided by an independent actuarial consulting firm reasonably satisfactory to the Agent, or a written review of an independent actuarial consulting firm reasonably satisfactory to the Agent satisfying the requirements set forth in clause (c)(iv) is otherwise delivered to the Lenders at any time other than pursuant to such clause, then the Required Lenders may not request a report pursuant to this paragraph (q) until one year after the delivery date of such report unless, at the time of such request, a Default is in existence. (r) Such other information as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Parent and Borrower will maintain, for itself themselves and for each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principlesGAAP, and furnish to the Lenders: (i) Within 90 days after the close of each of its the Parent’s fiscal years, or earlier if required pursuant to the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date thereof, an unqualified audit report certified by an independent certified public accountants, acceptable to the Lendersaccounting firm of national standing, prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself Parent and its consolidated Subsidiaries, including balance sheets as of the end of such period, related profit and loss statement, statement of changes in shareholders equity and reconciliation of surplus statements, and a statement of cash flowsflows (but excluding any work papers relating thereto), accompanied by a certificate of said accountants that, in connection with their audit, nothing came to their attention that caused them to believe that the course Parent and its Subsidiaries failed to comply with the terms, covenants, provisions or conditions of their examination necessary for their certification Articles V, VI or VII of the foregoing, this Agreement insofar as they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofrelate to accounting matters. (ii) Within 45 days after the close of each of the first three quarterly periods fiscal quarters of each fiscal year of its fiscal yearsthe Parent, for itself or earlier if required pursuant to the Securities Exchange Act of 1934 and its Subsidiariesthe rules of the Securities and Exchange Commission thereunder as in effect on the date thereof, consolidated and consolidating unaudited balance sheets of the Parent and its consolidated Subsidiaries as at the close of each such period fiscal quarter and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iii) Together Simultaneously with the furnishing of the financial statements required hereunderunder Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereofCompliance Certificate. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Parent or Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Parent, Borrower or any of its Borrower’s Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xiv) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request. Reports and financial statements required to be delivered by the Parent and the Borrower pursuant to clauses (i) and (ii) of this section 6.1 shall be deemed to have been delivered on the date on which the Parent posts such reports, or reports containing such financial statements, on its website on the Internet at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, at ▇▇▇.▇▇▇.▇▇▇ or at such other website identified by the Parent in a notice to the Agent and that is accessible by the Lenders without charge; provided that the Parent shall deliver paper copies of such information to any Lender promptly upon request of such Lender through the Agent and provided further that the Lenders shall be deemed to have received the information specified in clauses (i) through (iv) of this section 6.1 on the date (x) the information is posted on a website identified from time to time by the Agent to the Lenders and the Parent and such website is accessible by the Lenders without charge, and (y) such posting is notified to the Lenders (it being understood that the Parent shall have satisfied the timing obligations imposed by those clauses as of the date such information is delivered to the Agent).

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and Borrowers shall furnish the following financial reports to the Lenders: (ia) Within 90 annually, within one hundred twenty (120) days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of following the end of each calendar year, a true, complete, correct and accurate copy of Parent’s audited financial statements for such period, related including (i) a statement of operations (profit and loss and reconciliation of surplus statementsloss), and (ii) a statement of cash flows, (iii) a balance sheet, (iv) an aged accounts receivable report and (v) such other information or reports as shall be requested by Required Lenders, in each case prepared in reasonable detail, such audited financial statements to be accompanied by a certificate report of said an independent accountant selected by Borrowers that is reasonably acceptable to Required Lenders (which report on such information shall be without (A) any qualification as to the scope of such audit or (B) a “going concern” or the like qualification (other than a going concern qualification that relates solely to the near term maturity of the Loan hereunder), together with a written statement of an officer of each Borrower (reviewed by such accountants in the ordinary course of preparing Parent’s financial statements) (x) to the effect that, in the course of their examination necessary for their certification of the foregoing, they have obtained such officer has no knowledge of any the existence of an Event of Default or Unmatured a Default and (y) if such officer has obtained any knowledge of the existence of an Event of Default or Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating describing the nature thereof; (b) annually, within one hundred twenty (120) days following the end of each calendar year, a true, complete, correct and status thereof. accurate copy of Borrowers’ consolidated unaudited financial statements for such period, including (i) a statement of operations (profit and loss), (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for flows, (iii) a calculation of Underwritten Net Cash Flow prior to any adjustment of Operating Expenses by Required Lenders, (iv) a balance sheet, (v) an aged accounts receivable report, and (vi) such other information or reports as shall be requested by Required Lenders; in each case certified by each Borrower’s chief financial officer, treasurer or equivalent officer stating that such financial statements are complete and accurate in all material respects and fairly present the period from the beginning financial condition of such fiscal year to Borrowers; (c) within forty-five (45) days following the end of such each calendar quarter, all certified by its Chief Financial Officera true, Chief Accounting Officer or Treasurer. complete, correct and accurate copy of each of Borrowers’ and Parent’s unaudited financial statements for such period, including (i) a statement of operations (profit and loss), (ii) a statement of cash flows, (iii) Together a calculation of Underwritten Net Cash Flow, (iv) a balance sheet, (v) an aged accounts receivable report, and (vi) such other information or reports as shall be requested by Required Lenders; in each case certified by each Borrower’s chief financial officer, treasurer or equivalent officer stating that such financial statements are complete and accurate in all material respects and fairly present the financial condition of Borrowers or Parent, as applicable; provided that Borrowers’ reports provided pursuant to this Section 5.31.1(c) also shall include a brief description of any events or circumstances that would reasonably be likely to have an Individual Material Adverse Effect with respect to the Properties included in the Aggregate Collateral Value; (d) simultaneously with the delivery of the financial statements required hereunderby clause (a) or clause (b) above, a compliance certificate in substantially duly completed Compliance Certificate, with appropriate insertions, containing the form of data and calculations set forth on Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.E; and (ive) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible available and in any event within 10 sixty (60) days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by end of each the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event first three calendar quarters and the action which the Borrower proposes to take with respect thereto. ninety (vi90) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies end of the Annual Statement of each of the Insurance Subsidiariesfourth calendar quarter, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files commencing with the Securities and Exchange Commission andcalendar quarter ending December 31, together 2025, Parent shall provide Lenders with copies evidence of each Form 10-K so furnished, Parent’s Net Assets as evidenced by an Officer’s Certificate executed by a list of Responsible Officer accompanied by such revisions to Schedule “1”, if any, supporting documentation as shall may be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned reasonably requested by the Borrower or other SubsidiariesRequired Lenders. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, consistently applied, and furnish to the Lenders: (ia) Within As soon as practicable and in any event within 90 days after the close of each of its fiscal yearsFiscal Years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the independent certified public accountants of the Borrower or of Venton, as the case may be) audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries and for Venton and its Subsidiaries, including balance sheets as of the end of such periodperiod and related statements of income, related profit retained earnings and loss and reconciliation of surplus statements, and a statement of cash flows, flows accompanied by (i) any control letter prepared by said accountants addressed to the audit committee of the board of directors of the Borrower or Venton, as the case may be, (ii) a certificate of said accountants that, in the course of their the examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof, and (iii) a letter from said accountants addressed to the Lenders acknowledging that the Lenders are relying on such certificate as part of their credit consideration of the transactions contemplated hereby and authorizing such reliance. (iib) Within As soon as practicable and in any event within 45 days after the close of the first three quarterly periods Fiscal Quarters of each of its fiscal yearsFiscal Years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit statements of income, retained earnings and loss statements and a statement of cash flows for the period from the beginning of such fiscal year Fiscal Year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iiii) Upon the earlier of (A) fifteen days after the regulatory filing date or (B) 75 days after the close of each Fiscal Year of each Insurance Subsidiary, copies of the unaudited Annual Statement of such Insurance Subsidiary, certified by the chief financial officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP and (ii) no later than each June 15, copies of such Annual Statements audited and certified by independent certified public accountants of recognized annual standing. (d) Upon the earlier of (i) ten (10) days after the regulatory filing date or (ii) 60 days after the close of each of the first three Fiscal Quarters of each Fiscal Year of each Insurance Subsidiary, copies of the Quarterly Statement of each of the Insurance Subsidiaries, certified by the chief financial officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP. (e) Promptly and in any event within ten days after (i) learning thereof, notification of any changes after the date hereof in the rating given by (A) A.M. Best & Co. or S&P in respect of any Insurance Subsidiary or (B) S&P or Mood▇'▇ ▇▇ respect of the 42 50 senior Indebtedness of the Borrower or any Subsidiary and (ii) receipt thereof, copies of any ratings analysis by (A) A.M. Best & Co. or S&P relating to any Insurance Subsidiary or (B) S&P or Mood▇'▇ ▇▇ respect of the senior Indebtedness of the Borrower or any Subsidiary. (f) Copies of any actuarial certificates prepared with respect to any Insurance Subsidiary by an employee of or an actuary engaged by such Insurance Subsidiary, promptly after the receipt thereof. (g) As soon as available, but in any event not later than the last Business Day in February of each year, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Borrower and its Subsidiaries for such Fiscal Year. (h) Together with the financial statements required hereunderby clauses (a) and (b) above, a compliance certificate in substantially the form of Exhibit “B” F hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (ivi) Within 330 270 days after the close of each fiscal yearFiscal Year, a statement of the Unfunded Liabilities of each Single Employer Plan, if any, certified as correct by an actuary enrolled under ERISA. (vj) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Termination Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Termination Event and the action which the Borrower proposes to take with respect theretothereto and as soon as possible and in any event within ten (10) days after learning thereof, notification of any lien imposed by the PBGC or the IRS on the assets of any member of the Controlled Group in respect of any Plan maintained by any such member (or any other employee pension benefit plan as to which any such member may be liable) which relates to liabilities in excess of ten percent of the net worth (determined according to generally accepted accounting principles and without reduction for any reserve for such liabilities) of Alleghany and its Subsidiaries. (vik) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (ai) any notice notice, claim, complaint or claim order to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic Hazardous Materials into the environment or hazardous waste requiring that action be taken to respond to or substance clean up a Release of Hazardous Materials into the environment, and (bii) any notice notice, complaint or citation alleging any violation of any federal, state Environmental Law or local environmental, health or safety law or regulation Environmental Permit by the Borrower or any of its Subsidiaries. Within ten days of the Borrower or any Subsidiary having knowledge of the proposal, which, in the case enactment or promulgation of either or (b) above, any Environmental Law which could reasonably be expected to have a Material Adverse Effect, the Borrower shall provide the Agent with written notice thereof. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viiil) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission andNAIC or any insurance commission or department or analogous Governmental Authority (including without limitation, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned any filing made by the Borrower or other Subsidiariesany Subsidiary pursuant to any insurance holding company act or related rules or regulations), but excluding routine or non-material filings with the NAIC, any insurance commissioner or department or analogous Governmental Authority. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (xm) Promptly and in any event within ten (10) days after learning thereof, notification of (i) any decrease after tax assessment, demand, notice of proposed deficiency or notice of deficiency received by Alleghany or any other Consolidated Person or (ii) the Closing Date in the rating given by A.M. Best & Co. in respect filing of any Insurance Subsidiarytax Lien or commencement of any judicial proceeding by or against any such Consolidated Person, if any such assessment, demand, notice, Lien or judicial proceeding relates to tax liabilities in excess of ten percent (10%) of the net worth (determined according to generally accepted accounting standards and without reduction for any reserve for such liabilities) of Alleghany and its Subsidiaries taken as a whole. (xin) Such other information (including, without limitation, non-financial informationthe annual Best's Advance Report Service report prepared with respect to each Insurance Subsidiary rated by A.M. Best & Co.) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower Company will maintain, for itself and each ------------------- Consolidated Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Agent, for distribution to the Lenders: (i) Within 90 days after the close of each of its fiscal years, an unqualified audit report (with all amounts stated in Dollars) certified by independent certified public accountants, accountants acceptable to the Required Lenders, prepared in accordance with Agreement Accounting Principles U.S. GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its the Consolidated Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have (x) reviewed the calculations in respect of EBITDA for purposes of calculating the financial covenants set forth in Article VI ---------- and such calculations of EBITDA have been adequately prepared in accordance with the terms of this Agreement, and (y) obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 60 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its the Consolidated Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” ------- I hereto signed by the Chief its Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the - calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default Defaullt exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after Promptly upon the close of each fiscal year, a statement furnishing thereof to the shareholders of the Unfunded Liabilities Company, copies of each Single Employer Planall financial statements, certified as correct by an actuary enrolled under ERISAreports and proxy statements so furnished. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower Company or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ixvi) Promptly upon the Borrower’s receipt thereofAs soon as practicable, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten thirty (30) days after learning thereofthe close of each calendar month, notification with sufficient copies for the Lenders, a Borrowing Base Certificate, together with such supporting documents as the Agent may reasonably request, all certified as being true and correct by a Financial Officer. The Company may update the Borrowing Base Certificates and supporting documents more frequently than monthly and the most recently delivered Borrowing Base Certificates shall be the applicable Borrowing Base Certificates for purposes of determining the Borrowing Base at any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiarytime. (xivii) As soon as practicable and in any event not later than ninety (90) days after the beginning of each fiscal year commencing with the fiscal year beginning December 1, 1999, for itself and the Consolidated Subsidiaries, a copy of the plan and forecast (including a projected balance sheet, income statement and a statement of cash flow and management's discussion of business assumptions with respect thereto) for the upcoming fiscal year prepared in such detail as shall be reasonably satisfactory to the Agent. (viii) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principlesGAAP, and furnish to the LendersBank: (iI) Within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by the Borrower's independent certified public accountants) audit report certified by independent certified public accountants, reasonably acceptable to the LendersBank, prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its the Subsidiaries, including a consolidated balance sheets sheet as of the end of such that period, related profit consolidated statements of income and loss and reconciliation of surplus statementsretained earnings, and a consolidated statement of cash flows, accompanied together with the related consolidating worksheets for the income statement and balance sheet certified by the chief financial officer of the Borrower, and a certificate of said accountants thatcertificate, in form and substance reasonably satisfactory to the course of their examination necessary for their certification Bank, of the foregoingchief financial officer of the Borrower to the effect that a computation (which computation shall accompany such certificate and shall be in form and substance reasonably satisfactory to the Bank) showing compliance with Sections 6.12, they have obtained no knowledge 6.13 and 6.14 is in conformity with the requirements of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofthis Agreement. (iiII) Within 45 60 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its the Subsidiaries, a consolidated and consolidating unaudited balance sheets sheet as at of the close of each such period and consolidated statements of income and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such that fiscal year to the end of such that quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the chief financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President officer of the Borrower, describing said Reportable Event together with the related consolidating worksheets for the income statement and balance sheet certified by the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by chief financial officer of the Borrower, and a copy certificate, in form and substance satisfactory to the Bank, of (a) any notice or claim the chief financial officer of the Borrower to the effect that a computation (which computation shall accompany such certificate and shall be in form and substance reasonably satisfactory to the Borrower or any Bank) showing compliance with Sections 6.12, 6.13 and 6.14 is in conformity with the requirements of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effectthis Agreement. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viiiIII) Promptly upon the filing thereoffurnishing it to its shareholders, copies of all Forms 10-Qfinancial statements, 10-K reports and 8-K proxy statements so furnished. (IV) Promptly upon filing them, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ixV) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such Any other information (including, without limitation, including non-financial information) as which the Agent Bank or any Lender may Lending Installation from time to time reasonably requestrequests.

Financial Reporting. The Borrower Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in order to permit preparation of financial statements in accordance with generally accepted accounting principles, and furnish to the Lenders:Administrative Agent (and the Administrative Agent will furnish a copy to each Bank): (ia) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the LendersRequired Banks, prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself Holdings and its Subsidiariessubsidiaries (including the Company), including balance sheets as of the end of such period, related profit and loss statements of income, changes in shareholders’ equity and reconciliation of surplus statements, and a statement of cash flowsflows for the year then ended, accompanied by any management letter prepared by said accountants and by a certificate of said accountants that, in substantially the course form of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured DefaultExhibit D hereto, or if, in the opinion of such accountants, such certificate is not applicable, a description of any Default or Unmatured Default shall existrelating to accounting matters that in their opinion exists, stating the nature and status thereof. (b) Within 90 days after the close of each of its fiscal years, for the Company and its Subsidiaries, an unaudited (except, in the case of the fiscal year ending December 31, 2010, audited) consolidated balance sheet as at the end of such period and audited consolidated statements of income, changes in shareholders’ equity and cash flow for the year then ended, each (i) prepared in a manner consistent with the preparation of Holdings’ year-end statements and in accordance with GAAP (other than the absence of footnotes) and (ii) in the case of the fiscal year ending December 31, 2010, accompanied by an opinion of Ernst & Young LLP, independent public accountants, or other independent public accountants of nationally recognized standing. (c) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself the Company and its Subsidiaries, an unaudited consolidated and consolidating unaudited balance sheets sheet as at the close of each such period and unaudited consolidated statements of income, changes in shareholders’ equity and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurereach prepared in a manner consistent with the preparation of the Company’s year-end statements and in accordance with GAAP (other than the absence of footnotes and subject to normal year-end adjustments). (d) Within 45 days after the close of the first three quarterly periods of each of the Company’s fiscal years and within 90 days after the close of each of the Company’s fiscal years, a report of (i) current Surplus Funds, (ii) the aggregate amount of Security Deposits being held by the Company including a breakdown of the asset types making up such Security Deposits indicating, inter alia, those Security Deposit assets which are Eligible Assets and (iii) Together with the aggregate amount of Performance Bonds of Defaulted Clearing Members being held by the Company including a breakdown of the asset types making up such Performance Bonds indicating, inter alia, those Performance Bond assets which are Eligible Assets. (e) Within the time periods set forth herein for the furnishing of the financial statements required hereunder, a compliance certificate signed by its managing director & chief financial officer or another managing director, in substantially the form of Exhibit “B” hereto signed by E hereto, (i) certifying that, to the Chief Financial Officerknowledge of such officer or director, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default existshas occurred during the period covered by such financial statements that is still continuing and (ii) showing the calculations set forth in Exhibit E concerning Surplus Funds and Consolidated Tangible Net Worth as well as setting forth a description of the nature and status of such Default or Unmatured Default, or if any such Default or Unmatured Default exists, stating the nature and status thereof. (ivf) Within 330 90 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct signed by an actuary enrolled under ERISAthe managing director & chief financial officer of the Company or another managing director, or, in the event there are no Unfunded Liabilities, a certificate signed by its managing director & chief financial officer or another managing director to that effect. (vg) As soon as possible and in any event within 10 days after the Borrower Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President managing director & chief financial officer of the BorrowerCompany or another managing director, describing said Reportable Event and the action which the Borrower Company proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xih) Such other information (including, without limitation, including non-financial information) as any Bank or the Administrative Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and cause each Subsidiaryof its Subsidiaries to maintain, a system of accounting established and administered in accordance with generally accepted accounting principles, and will furnish or cause to be furnished to the Lenders: (a) (i) Within within (A) 120 days after the close of the Borrower's fiscal year ending in 2003, (B) 105 days after the close of the Borrower's fiscal year ending in 2004, and (C) 90 days after the close of each of its the Borrower's fiscal yearsyear thereafter, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by the Borrower's independent chartered accountants or independent public accountants) audit report certified by independent certified public accountants, accountants acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate letter which conforms to professional pronouncements promulgated by the American Institute of Certified Public Accountants from the firm of said accountants that, to the effect that in the course of, and based solely upon their audit of such financial statements, nothing has come to their examination necessary for their certification attention to cause them to believe that there existed on the date of the foregoing, they have obtained no knowledge of such statements any Default or Unmatured DefaultDefault under Sections 6.18 or 6.19, or ifor, if in the opinion of such accountants, any Default or Unmatured Default exists, the statement shall exist, stating the state its nature and status thereof. length of time it has existed; and (ii) Within 45 within 180 days after the close of each of the Borrower's fiscal years, the management letter, if any, prepared by the applicable accountants in connection with the financial statements for such fiscal year delivered pursuant to the foregoing clause (i); (b) within (i) 60 days after the close of the first three quarterly periods of the Borrower's fiscal year ending in 2003, (ii) 55 days after the close of the first three quarterly periods of the Borrower's fiscal year ending in 2004, and (iii) 50 days after the close of the first three quarterly periods of each of its the Borrower's fiscal yearsyear thereafter, and for itself the Borrower and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its the Chief Financial Officer, Chief Accounting Officer or Treasurer.; (iiic) Together together with the financial statements required hereunderpursuant to the foregoing clauses (a) and (b), a compliance certificate in substantially the form of Exhibit “B” D hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement (including, without limitation the financial covenants, compliance with Section 6.21, and compliance with the various other covenants which contain financial tests or baskets) and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof.thereof and any and all actions taken with respect thereto; (ivd) Within 330 within 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA.; (ve) As as soon as possible and in any event within 10 ten days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, the occurrence of which may reasonably be expected to give rise to a Material Adverse Effect, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto.; (vif) As as soon as possible and in any event within 10 30 days after receipt by the BorrowerBorrower or any of its Subsidiaries, a copy of (ai) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may reasonably be expected to be liable for $10,000,000 or more of potential liability (when aggregated with other similar potential liability) to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (bii) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, which violation could reasonably be expected to have give rise to a Material Adverse Effect.; (viig) Within 75 days after promptly upon the close of each fiscal year of each Insurance Subsidiary, copies furnishing thereof to the shareholders of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereofBorrower, copies of all Forms 10-Qfinancial statements, 10-K reports and 8-K which proxy statements so furnished; (h) promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally and of each regular report and any registration statement or any Subsidiary files prospectus, filed by the Borrower with the Securities and Exchange Commission andor any other United States federal or state securities exchange, securities trading system or with any United States national stock exchange and one copy of each periodic report filed by the Borrower with any other similar regulatory authority, in all cases without duplication; provided, however, that the Borrower shall not be obligated to provide to the Agent and the Lenders routine reports which are required to be provided to any of the above-listed entities concerning the management of employee benefit plants, including, without limitation, stock purchases or the exercise of stock options made under any such employee benefit plan; (i) together with copies of each Form 10-K so furnishedthe financial statements delivered pursuant to Section 6.1(a), a current list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant of the Subsidiaries of the Borrower, setting forth their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other its Subsidiaries.; and (ixj) Promptly upon the Borrower’s receipt thereofpromptly, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the LendersLender: (ia) Within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles) audit report report, with no going concern modifier, certified by independent certified public accountants, accountants acceptable to the LendersLender, prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of (a) any management letter prepared by said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements (including sufficient detail for independent calculation of the financial covenants set forth in Section 6.16) and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iiic) Within 45 days after the close of each fiscal quarter, copies of the quarterly (and where appropriate, annual) call reports and other regulatory reports, including, without limitation, FRY-9C and FRY-9LP reports filed by the Borrowers or any Subsidiary Bank with any regulatory authority, provided that, for any period for which the Borrower is required to file such FRY-9C and FRY-9LP reports semi-annually, only such semi-annual reports shall be delivered within 45 days after June 30 and December 31. (d) Together with the financial statements required hereunderunder Sections 6.1(a) and (b), a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Event of Default exists, or if any Default or Unmatured Event of Default exists, stating the nature and status thereof. (ive) Within 330 days after Promptly upon the close of each fiscal year, a statement furnishing thereof to the shareholders of the Unfunded Liabilities Borrower, copies of each Single Employer Planall financial statements, certified as correct by an actuary enrolled under ERISAreports and proxy statements so furnished. (vf) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission. (g) As soon as possible and available, to the extent allowed by law, copies of all Regulatory Actions that have not been disclosed in the Borrower’s most recent call report delivered to Lender affecting or pertaining to the Borrower or any Subsidiary Bank. (h) Upon any Authorized Officer of the Borrower becoming aware of any adverse development in any event within 10 days after Regulatory Action, a notice from the Borrower knows that any Reportable Event has occurred with respect to any Plandescribing the nature thereof, the nature and status of such Regulatory Action, and, within a statementreasonable time thereafter, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the what action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xii) Such other information (including, without limitation, including non-financial informationinformation and environmental reports) as the Agent or any t Lender may from time to time reasonably request. If any information which is required to be furnished to Lender under this Section 6.1 is required by law or regulation to be filed by the Borrower with a government body on an earlier date, then the information required hereunder shall be furnished to Lender at such earlier date. Any financial statement required to be furnished pursuant to Section 6.1(a) or Section 6.1(b) shall be deemed to have been furnished on the date on which Lender receives notice that the Borrower has filed such financial statement with the Securities and Exchange Commission and is available on the ▇▇▇▇▇ website on the Internet at ▇▇▇.▇▇▇.▇▇▇ or any successor government website that is freely and readily available to Lender without charge; provided that the Borrower shall give notice of any such filing to Lender (who shall then give notice of any such filing to Lender). Notwithstanding the foregoing, the Borrower shall deliver paper copies of any such financial statement to Lender if Lender requests the Borrower to furnish such paper copies until written notice to cease delivering such paper copies is given by Lender.

Financial Reporting. The Borrower will maintain, for itself and ------------------- each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Agent (which shall promptly provide copies to the Lenders:): (i) Within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted principles of accounting and required or approved by the Borrower's independent certified public accountants) audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its the Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by (a) any management letter prepared by said accountants and (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its the Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, consistently applied, and furnish to the Lenders: : (i) Within 90 ai As soon as practicable and in any event within 100 days after the close of each of its fiscal yearsFiscal Years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such periodperiod and related statements of income, related profit retained earnings and loss and reconciliation of surplus statements, and a statement of cash flows, flows accompanied by a certificate of said accountants that, in the course of their the examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. . (ii) Within 45 bi As soon as practicable and in any event within 60 days after the close of each of the first three quarterly periods Fiscal Quarters of each of its fiscal yearsFiscal Years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit statements of income, retained earnings and loss statements and a statement of cash flows for the period from the beginning of such fiscal year Fiscal Year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iiii) Together with Upon the financial statements required hereunder, a compliance certificate in substantially the form earlier of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (ivA) Within 330 fifteen (15) days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either regulatory filing date or (bB) above, could reasonably be expected to have a Material Adverse Effect. seventy-five (vii75) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the unaudited Annual Statement of each of the such Insurance SubsidiariesSubsidiary, as certified by the president, secretary and chief financial officer or the treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and (ii) no later than each June 15, copies of financial statements prepared in accordance with SAP, or generally accepted accounting principles with a reconciliation to be SAP, and certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityof recognized national standing. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will Company shall maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principlesGAAP, and furnish to the Administrative Agent for the Administrative Agent’s distribution to the Lenders: (ia) Within 90 days As soon as available, but in any event on or prior to the 90th day after the close of each of its fiscal yearsFiscal Years (commencing with the Fiscal Year of the Company ending after the Closing Date), an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets sheet as of the end of such period, related profit statements of operations, stockholder’s equity and loss cash flows prepared in accordance with GAAP on a consolidated basis for itself and reconciliation its Subsidiaries, together with an audit report certified by independent certified public accountants of surplus statementsrecognized standing, and a statement of cash flows, accompanied by a certificate of said accountants that, in whose opinion shall not be qualified as to the course of their examination necessary for their certification scope of the foregoing, they have obtained no knowledge audit or as to the status of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature Company and status thereofits consolidated Subsidiaries as a going concern. (iib) Within 45 days As soon as available, but in any event on or prior to the 45th day after the close of the first three quarterly periods of each of its Fiscal Years (commencing with the first such fiscal yearsquarter of the Company ending after the Closing Date), for itself and its Subsidiaries, a consolidated (or, at the Company’s option and consolidating to the extent filed (or to be filed) with the SEC in its quarterly report on Form 10-Q, condensed consolidated) unaudited balance sheets sheet as at the close of each such period and consolidated unaudited statements of operations and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year Fiscal Year to the end of such quarter, all certified by its Chief a Financial Officer, Chief Accounting Officer or Treasurer. (iiic) Together with the financial statements required hereunderunder Sections 6.01(a) and (b), a compliance certificate in substantially the form of Exhibit “B” hereto Compliance Certificate signed by the Chief a Financial Officer, Chief Accounting Officer or Treasurer of the Borrower (a) showing the calculations necessary to determine compliance with this Agreement and the financial covenants set forth in Section 7.03, (b) stating that no Default or Unmatured Event of Default exists, or if any Default or Unmatured Event of Default exists, stating the nature and status thereofthereof and (c) describing in reasonable detail any change in GAAP or in the application thereof that has occurred since the date of the audited financial statements for the immediately preceding Fiscal Year that is material with respect to the financial statements accompanying such certificate. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viiid) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K registration statements or other regular reports not otherwise provided pursuant to this Section 6.01 which the Borrower Company or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesSEC. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xie) Such other information (includingwith respect to the business, without limitationcondition or operations, non-financial information) or otherwise, and Properties of the Company and its Subsidiaries as the Agent or Administrative Agent, including at the request of any Lender Lender, may from time to time reasonably request. Notwithstanding the foregoing requirements for delivery of annual and quarterly financial statements and reports and other filings in Section 6.01(a), (b) and (d) above (to the extent such documents are included in material otherwise filed with the SEC), and notices required to be given pursuant to Section 6.02, such delivery and notice requirements may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) including, to the extent the Lenders and the Administrative Agent have access thereto and such documents are available thereon, the ▇▇▇▇▇ Database and ▇▇▇.▇▇▇. The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or Arrangers will make available to the Lenders and L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to either of the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) 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 Company shall be deemed to have authorized the Administrative Agent, Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principlesAgreement Accounting Principles, and furnish to the LendersAgent: 6.1.1 Within ninety (i90) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, financial statements prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit statements of income and loss and reconciliation of surplus statements, and a statement statements of cash flows, accompanied by a certificate of said accountants thatan audit report, in consistent with the course of their examination necessary for their certification requirements of the foregoingSecurities and Exchange Commission, they have obtained no knowledge of any Default a nationally recognized firm of independent public accountants or Unmatured Default, or if, in other independent public accountants reasonably acceptable to the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofRequired Lenders. 6.1.2 Within forty-five (ii45) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all prepared in accordance with GAAP and certified by the chief financial officer or treasurer of the Borrower to present fairly in all material respects the financial condition of the Borrower and its Chief Financial OfficerSubsidiaries on a consolidated basis as of their respective dates, Chief Accounting Officer or Treasurersubject to normal year-end adjustments and the absence of footnotes. (iii) 6.1.3 Together with the financial statements required hereunderunder Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the form of Exhibit “B” hereto A signed by the Chief Financial Officer, Chief Accounting an Authorized Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement Section 6.14 and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA6.1.4 [Reserved.] (v) 6.1.5 As soon as possible and in any event within 10 ten (10) days after the Borrower an Authorized Officer knows that any Reportable Event has occurred with respect to any PlanPlan that could reasonably be expected to have a Material Adverse Effect, a statement, signed by the Chief Financial an Authorized Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by 6.1.6 From time to time such additional information regarding the Borrower, a copy financial position or business of (a) any notice or claim to the effect that the Borrower or any of and its Subsidiaries is or may be liable to any Person as a result of the release by Agent, at the Borrower, any of its Subsidiaries, or any other Person request of any toxic or hazardous waste or substance into the environmentLender, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could may reasonably be expected to have a Material Adverse Effectrequest. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) 6.1.7 Promptly upon the filing thereof, copies of all Forms registration statements (other than any registration statement on Form S-8 and any registration statement in connection with a dividend reinvestment plan, shareholder purchase plan or employee benefit plan) and reports on form 10-QK, 10-K and Q or 8-K (or their equivalents) which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ix) 6.1.8 Promptly upon the Borrower’s receipt request thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such such other information and documentation required by bank regulatory authorities under applicable “know your customer” and Anti-Money 48 Laundering rules and regulations (includingincluding the Act), without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably requestrequested by the Agent or any Lender. Information required to be delivered pursuant to these Sections 6.1.1, 6.1.2, 6.1.5 and 6.1.7 shall be deemed to have been delivered on the date on which the Borrower provides notice to the Agent that such information has been posted on the Securities and Exchange Commission website on the Internet at ▇▇▇.▇▇▇, on the Borrower’s SyndTrak Online site or at another website identified in such notice and accessible by the Lenders without charge; provided that (i) such notice may be included in a certificate delivered pursuant to Section 6.1.3 and such notice or certificate shall also be deemed to have been delivered upon being posted to the Borrower’s SyndTrak Online site or such other website and (ii) the Borrower shall deliver paper copies of the information referred to in Sections 6.1.1, 6.1.2, 6.1.5 and 6.1.7 to any Lender which requests such delivery.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiaryof its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principlesAgreement Accounting Principles, and furnish to the Lenders:Agent (in such number of copies as the Agent may reasonably request): (i) Within 90 100 days after the close of each of its fiscal yearsyear, an unqualified audit report certified report, which shall be without a “going concern” or similar qualification or exception and without any qualification as to the scope of the audit, issued by independent certified public accountants, accountants of recognized national standing and reasonably acceptable to the LendersAgent, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by (a) any management letter prepared by said accountants, and (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured DefaultDefault with respect to Borrower, or if, in the opinion of such accountants, any such Default or Unmatured Default shall exist, stating the nature and status thereof.; provided that if Borrower is then a “registrant” w-ithin the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file a report on Form 10-K with the SEC, a copy of Borrower’s annual report on Form 10-K (excluding the exhibits thereto, unless such exhibits are requested under clause (viii) of this Section) or any successor form and a manually executed copy of the accompanying report of Borrower’s independent public accountant, as filed with the SEC, shall satisfy the requirements of this clause (i); (ii) Within 45 60 days after the close of the first three quarterly periods of each of its Borrower’s fiscal yearsyears commencing during the term of this Agreement, for itself and its Subsidiaries, either (i) consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officerchief financial officer or (ii) if Borrower is then a “registrant” within the meaning of Rule 1-01 of Regulation S-X of the SEC and required to file a report on Form 10-Q with the SEC, Chief Accounting Officer or Treasurera copy of Borrower’s report on Form 10-Q for such quarterly period, excluding the exhibits thereto, unless such exhibits are requested under clause (viii) of this Section. (iii) Together with the financial statements (or reports) required hereunderunder Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit “B” hereto A signed by the Chief Financial Officer, Chief Accounting an Authorized Officer or Treasurer of the Borrower showing the calculations necessary to determine Borrower’s compliance with Section 6.13 of this Agreement and stating that that, to the knowledge of such officer, no Default or Unmatured Default with respect to Borrower exists, or if any such Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 30 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could be reasonably be expected to have a Material Adverse Effect. (viiv) Within 75 days after the close of each fiscal year of each Insurance SubsidiaryPromptly upon Borrower’s furnishing thereof to its shareholders generally, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiivi) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesSEC. (ixvii) Promptly upon As soon as Borrower obtains knowledge of an actual Change in Control or publicly disclosed prospective Change in Control, written notice of same, including the Borrower’s receipt thereof, copies anticipated or actual date of reports and all other publicly disclosed material terms and conditions surrounding such proposed or valuations prepared by any Governmental Authority or actuary actual Change in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance SubsidiaryControl. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xiviii) Such other information (including, without limitation, non-financial including nonfinancial information) as the Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to clause (i), (ii), (v) or (vi) above may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on Borrower’s behalf on IntraLinks or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon request of the Agent or any Lender, Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) Borrower shall notify (which may be by facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the LendersBank: (i) Within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted principles of accounting and required or approved by the Borrower's independent certified public accountants) audit report certified by independent certified public accountants, acceptable to the LendersBank, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its the Subsidiaries, including balance sheets as of the end of such period, related profit statements of income and loss and reconciliation of surplus statementsretained earnings, and a statement of cash flows, accompanied together with a list, signed by a certificate of said accountants thatan Authorized Officer, in the course of their examination necessary for their certification of the foregoingMaterial Subsidiaries, they have obtained no knowledge of any Default or Unmatured Default, or if, in as determined at the opinion end of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereoffiscal year. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its the Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated consolidated, condensed statements of income and consolidating profit and loss statements retained earnings and a consolidated, condensed statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the financial statements required hereunder, a compliance certificate Compliance Certificate in substantially the form of Exhibit “B” "C" hereto and a Borrowing Base Certificate in the form of Exhibit "C-1" hereto signed by the Borrower's Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with the requirements of Section 6.12 of this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 30 days after issuance of any management letter prepared by the close of each fiscal yearBorrower's auditors with respect to the Borrower, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISAcopy thereof. (v) Annual budgets prepared by management of the Borrower. (vi) As soon as possible and in any event within 10 days Business Days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vivii) As soon as possible and in any event within 10 days Business Days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either case, if determined or (b) aboveresolved adversely, could would reasonably be expected to have a Material Adverse Effect. (viiviii) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiiix) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance SubsidiaryCommission. (x) Promptly and in any event within ten Within 30 days after learning being served in connection therewith or otherwise becoming aware thereof, notification notice of any decrease after litigation, arbitration or other legal proceeding involving the Closing Date in the rating given by A.M. Best & Co. in respect Borrower or any of any Insurance Subsidiaryits Subsidiaries which, if determined or resolved adversely, would reasonably be expected to have a Material Adverse Effect. (xi) If a new Subsidiary is formed as a result of an Acquisition by the Borrower or any Subsidiary and such Subsidiary or the assets which comprise such Subsidiary would have been classified as a Material Subsidiary as at the end of or for such Subsidiary's most recent fiscal year, then on the first date upon which the Borrower is required to deliver financial statements pursuant to Section 6.1(i) or (ii) for the fiscal period during which such Acquisition occurred, the Borrower shall update the list of Material Subsidiaries furnished pursuant to Section 6.1(i) so as to include such new Subsidiary. (xii) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender Bank may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiaryits Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principlesGAAP and, and subject to Section 10.02, will furnish or cause to be furnished to the Administrative Agent for further delivery to the Lenders: (ia) Within 90 days after the close of each of its fiscal yearsyears (or, an unqualified audit report certified if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by independent certified public accountantsthe SEC)), acceptable to for itself and its Subsidiaries on a consolidated basis, a balance sheet as of the Lendersend of such fiscal year and the related statements of income, and consolidated stockholders’ equity and cash flows for such fiscal year, prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as and accompanied by an audit report certified by an independent registered public accounting firm that is reasonably acceptable to the Required Lenders (it being agreed that PricewaterhouseCoopers LLP or any of the end other “Big Four” accounting firms shall be acceptable to the Required Lenders), which audit report shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such periodaudit; provided that such report may set forth qualifications to the extent such qualifications pertain solely to changes in GAAP from those applied during earlier accounting periods, related profit and loss and reconciliation the implementation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in which changes (with the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion concurrence of such accountants, any Default or Unmatured Default shall exist, stating ) is reflected in the nature and status thereoffinancial statements accompanying such report. (iib) Within 45 days after the close of each of the first three quarterly periods of each of its fiscal yearsyears (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), for itself and its SubsidiariesSubsidiaries on a consolidated basis, consolidated and consolidating unaudited a balance sheets sheet as at of the close end of each such period and the related statements of income, and consolidated stockholders’ equity and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officera Responsible Officer as to fairness of presentation and prepared, Chief Accounting Officer or Treasurerwith respect to such consolidated statements, in accordance with GAAP (subject to normal year end adjustments and absence of footnotes). (iiic) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” C hereto signed by the Chief Financial Officer, Chief Accounting a Responsible Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement Section 7.04 as of the last day of the fiscal period covered by such financial statements, and stating that no Default or Unmatured Event of Default exists, or if any Default or Unmatured Event of Default exists, stating the nature and status thereofthereof and the Borrower’s plans with respect thereto. (ivd) Within 330 30 days after the close an executive officer of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable ERISA Event described in Section 5.09 (subject to materiality qualifiers contained therein) has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President a Responsible Officer of the Borrower, describing said Reportable Event event and the action which the Borrower proposes to take with respect thereto. (vie) As soon as possible and in any event within Within 10 days after receipt by the BorrowerBorrower or any Subsidiary, a copy of (ai) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any petroleum, toxic or hazardous waste or substance into the environment, and (bii) any notice alleging any violation of any federalEnvironmental, state Health or local environmental, health or safety law or regulation Safety Requirements of Law by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could would reasonably be expected to have a Material Adverse EffectEffect or subject the Borrower and its Subsidiaries to liability, individually or in the aggregate, in excess of the Threshold Amount (in each case, determined after giving effect to claims that are covered by applicable third-party insurance policies (other than retro-premium insurance or other policies with similar self-insurance attributes) of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage). (viif) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiig) Promptly upon the filing thereof, copies of all Forms 10-Qfinal registration statements, 10-K proxy statements and 8-K annual, quarterly, monthly or other reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with SEC (provided the Borrower shall not be obligated to provide copies of each Form 10-K so furnishedroutine reports which are required to be filed concerning the management of employee benefit plans, a list including, without limitation, stock purchases or the exercise of stock options made under any such revisions employee benefit plan or any materials for which the Borrower has sought confidential treatment from the SEC). (h) Except to Schedule “1”the extent that such items are redundant with reports or information otherwise provided pursuant to this Section 6.01, if anypromptly upon the furnishing thereof to the holders thereof, as shall be necessary copies of all financial statements and reports furnished to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries the holders of (or trustee or other representative for the Borrower, their respective jurisdictions holders of) any Material Indebtedness of incorporation and the percentage of their respective capital stock owned by the Borrower or other its Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xii) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender through the Administrative Agent may from time to time reasonably request. (j) On or promptly after any time at which the Borrower becomes subject to the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in form and substance reasonably acceptable to the Administrative Agent. Notwithstanding the foregoing, the obligations in this Section 6.01 (other than the obligation to furnish audited financial statements pursuant to Section 6.01(a)) to furnish financial statements of the Borrower and its Subsidiaries may be satisfied by furnishing the applicable financial statements of any Parent Company; provided that, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Borrower (or such Parent Company), on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to Sections 6.01(a), (b), (f), (g), (h) or (j) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the internet at the website address listed on Schedule 10.02; or (ii) 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 access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, DebtX or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) 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, the Lead Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and shall furnish to the Lenders: Agent: (i) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared (A) as soon as publicly available but in accordance with Agreement Accounting Principles on a consolidated and consolidating basis any event within ninety (consolidating statements need not be certified by such accountants90) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Planits audited Financials for such fiscal year as certified by Borrower’s certified public accountants, certified and (B) as correct by an actuary enrolled under ERISA. (v) As soon as possible and publicly available but in any event within 10 forty-five (45) days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close end of each fiscal year Fiscal Quarter (other than the fourth Fiscal Quarter of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiariesyear) its unaudited Financials for such Fiscal Quarter, as certified by the presidentprincipal financial or accounting officer of Borrower; and (ii) contemporaneously with the delivery of the Financials referred to in (i)(A) and (B) herein, secretary and treasurer a statement, certified by an officer of and Borrower to the actuary for each such Insurance Subsidiary and prepared on best of his or her knowledge, that Borrower is in compliance with the NAIC annual statement blanks covenants contained in §7 as of the end of the applicable period (or describing the extent to which Borrower is not in compliance with such other form covenants), that no Default or Event of Default has occurred (or if a Default or Event of Default has occurred, disclosing the nature of such Default or Event of Default) and setting forth in reasonable detail any applicable computations evidencing (A) compliance with the financial covenants set forth in §7.1(l) and (B) compliance with the “asset coverage ratio” as shall be defined in and required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified ICA 1940 (it being understood that delivery by independent certified public accountants reasonably acceptable Borrower to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Borrower’s annual reports on Form 10-K so furnishedfor any such fiscal year and its quarterly report on Form 10-Q for any such Fiscal Quarter, a list in each instance as filed with the SEC, will satisfy the applicable requirements of §7.1(a)(i)); (iii) within ten (10) Business Days after delivery to the trustee or holders of such revisions Indebtedness, all financial covenant compliance certificates (together with the supporting financial covenant calculations delivered to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower such trustee or other Subsidiaries. (ixholders) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary delivered in respect of the Private Placement Debt and any action or Indebtedness of an SPE Subsidiary incurred in connection with a Securitization Transaction; (iv) within ten (10) Business Days after the end of each fiscal month of Borrower, written notice of any event which has resulted giving rise to Monetization Event during the previous fiscal month, together with a forecast of the Monetization Events expected to occur in the reduction by 5% or more in following fiscal month; and (v) from time to time, at the capital request of the Agent, such additional financial and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) with respect to Borrower or its Subsidiaries as the Agent or any Lender may from time to time reasonably request.”

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 120 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, accountants acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 60 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iii) Together with the financial statements required hereunderunder Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiary, the Borrower copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viii) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each SubsidiarySubsidiary which is then conducting business, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 110 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its the Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation statements, statements of surplus statementschanges in stockholders equity, and a statement of cash flowsflows (the delivery of which may be satisfied by delivery of the Borrower's annual report on Form 10-K filed with the Securities and Exchange Commission for such fiscal year, which report includes such financial statements), accompanied by a certificate of any management letter prepared by said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 60 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its the Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter (the delivery of which may be satisfied by delivery of the Borrower's quarterly report on Form 10-Q filed with the Securities and Exchange Commission for such fiscal quarter, which report includes such financial statements), all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” "C" hereto signed by the Chief Financial Officer, Chief Accounting an Authorized Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 Promptly upon the creation or acquisition of any Single Employer Plan, notice of such creation or acquisition; and thereafter, so long as any Single Employer Plan exists, within 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower or the Securities and Exchange Commission, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the presidentregistration statements, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintainDuring the Term, the PSA Entities shall deliver the following financial statements to the Purchaser (including any English translations thereof to the extent prepared): (a) within 120 days after the end of each Financial Year of Sibanye (or such earlier date as may be required by Applicable Law), (i) annual consolidated financial statements of Sibanye for itself the Financial Year then ended, audited and each Subsidiary, a system of accounting established and administered prepared in accordance with generally accepted accounting principlesIFRS, and furnish to the Lenders: together with notes thereto, including details of any Indebtedness; and, (iii) Within 90 days after the close audited financial statements of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the LendersPSA Entity on a stand-alone basis for such Financial Year, prepared in accordance with Agreement Accounting Principles IFRS; (b) within 90 days after the end of each Financial Half Year of Sibanye, unaudited consolidated financial statements of Sibanye for the Financial Half Year then ended, prepared in accordance with IFRS; (c) within 60 days after the end of each Financial Half Year of Sibanye, (i) unaudited consolidated management accounts of Sibanye for the Financial Half Year then ended; and (ii) unaudited management accounts of each PSA Entity on a consolidated stand-alone basis for such Financial Half Year, prepared in accordance with recognition and consolidating basis measurement requirements pursuant to IFRS (consolidating statements need not provided that should such documents be certified by such accountants) for itself and its Subsidiariesprepared on a more frequent basis, including balance sheets as they will be provided to the Purchaser within 60 days of the end of the relevant period); and (d) copies of compliance certificates delivered to the lenders under the USD Revolving Credit Facility and the Rand Revolving Credit Facility (or any successors thereto as the principal USD and Rand revolving credit facilities of the Sibanye Group) promptly after delivery thereof pursuant to such period, related profit and loss and reconciliation of surplus statementsagreement, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge copies of any Default or Unmatured Default, or if, in the opinion of material amendments to such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance agreements entered into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably requestor material waivers provided by the lenders thereunder from time to time.

Financial Reporting. The Borrower will maintaindeliver, for itself or cause to be delivered, to Lender each of the following, which shall be in form and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish detail acceptable to the LendersLender: (ia) Within 90 As soon as available, and in any event within one hundred and twenty (120) days after the close end of each fiscal year of its fiscal yearsBorrower, an Borrower's audited financial statements with the unqualified audit report certified by opinion of independent certified public accountants, accountants of recognized standing selected by Borrower and acceptable to Lender (the Lenders"Accountants"), which annual financial statements shall include Borrower's balance sheet as at the end of such fiscal year and the related statements of Borrower's income, retained earnings and cash flows for the fiscal year then ended, prepared, if Lender so requests, on a consolidating and consolidated basis to include any Affiliates, all in reasonable detail and prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis GAAP, together with (consolidating statements need not be certified i) copies of all management letters prepared by such accountants; (ii) a report signed by the Accountants stating that in making the investigations necessary for itself said opinion they obtained no knowledge, except as specifically stated, of any Default or Event of Default; and its Subsidiaries(iii) a certificate of Borrower's President or Chief Financial Officer stating that such financial statements have been prepared in accordance with GAAP and whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder and, including balance sheets if so, stating in reasonable detail the facts with respect thereto; (b) As soon as available, drafts of the financial statements referred to in Section (a) above prepared by Borrower and/or the Accountants; (c) As soon as available and in any event within forty five (45) days after the end of each month, an unaudited/internal balance sheet and statements of income, retained earnings and cash flows of Borrower as at the end of and for such periodmonth and for the year to date period then ended, related profit prepared, if Lender so requests, on a consolidating and loss consolidated basis to include any Affiliates, in reasonable detail and reconciliation of surplus statementsstating in comparative form the figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP, subject to year-end audit adjustments; and a statement of cash flows, accompanied by a certificate of said accountants thatBorrower's President or Chief Financial Officer, stating (i) that such financial statements have been prepared in the course of their examination necessary for their certification accordance with GAAP, subject to year-end audit adjustments, and (ii) whether or not such officer has knowledge of the foregoing, they have obtained no knowledge occurrence of any Default or Unmatured DefaultEvent of Default hereunder not theretofore reported and remedied and, or if, in the opinion of such accountants, any Default or Unmatured Default shall existif so, stating in reasonable detail the nature and status thereof.facts with respect thereto; (iid) Within 45 ten (10) days after the close of the first three quarterly periods end of each month or more frequently if Lender so requests, agings of its fiscal years, for itself Borrower's Accounts and its Subsidiariesaccounts payable, consolidated a perpetual Inventory certification report, and consolidating unaudited balance sheets a calculation of Borrower's Accounts, Eligible Accounts, Inventory as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer month or Treasurer.shorter time period; (iiie) Together with At least thirty (30) days before the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close beginning of each fiscal year of Borrower, the Projections, each Insurance Subsidiaryin reasonable detail, representing Borrower's good faith Projections and certified by Borrower's President or Chief Financial Officer as being the most accurate Projections available and identical to the Projections used by Borrower for internal planning purposes, together with such supporting schedules and information as Lender may in its discretion require; (f) Together with each request for a Loan (but in no event later than the first day of each week) and at such intervals as Lender may request a Borrowing Base Certificate in the form of Exhibit A as of the last day of the previous Borrowing Base Certificate detailing ineligible Accounts of adjustment to the Formula Amount, certified as true and correct by the President or Chief Financial Officer of Borrower; (g) Together with each request for a Loan (but in no event later than the first day of each week) and at such other intervals as Lender may require: (i) copies of all entries to the sales journal and the cash receipt journal; (ii) copies of all credit memos; and (iii) copies of all invoices in excess of five thousand dollars ($5,000), together with proof of delivery, in each case as and for the immediately preceding week; (h) Promptly following Lender's request, receivable schedules, copies of the Annual Statement of each of the Insurance Subsidiariesinvoices to Account Debtors, as certified by the presidentshipping documents, secretary delivery receipts and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form material, reports, records or information as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority.Lender may request; (viiii) Promptly upon their distribution, copies of all financial statements, reports and proxy statements which Borrower shall have sent to its stockholders, promptly after the sending or filing thereof, copies of all Forms 10-Q, 10-K regular and 8-K periodic reports which the Borrower or any Subsidiary files shall file with the Securities and Exchange Commission or any national securities exchange; and, together (j) Borrower will cause each Guarantor to comply with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately the financial reporting requirements set forth all then existing Significant Subsidiaries of the Borrower, in their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesGuaranties. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Each Borrower will maintain, for itself and each Subsidiaryof its subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish deliver to the Agent, and the Agent shall promptly deliver to each of the Lenders: (i) 6.1.1 Within 90 75 days after the close of each of its fiscal yearsyear, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, such Borrower’s audited consolidated financial statements prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiariesbasis, including balance sheets as of the end of such period, related profit statements of income and loss and reconciliation of surplus statements, and a statement statements of cash flows, accompanied by (a) an audit report, unqualified as to scope, of a certificate nationally recognized firm of independent public accountants and (b) any management letter prepared by said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) 6.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, such Borrower’s consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles (except for the absence of footnotes and year-end adjustments) and consistency by its Chief Financial Officerchief financial officer, Chief Accounting Officer controller or Treasurertreasurer. (iii) 6.1.3 Together with the financial statements required hereunderunder Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officersuch Borrower’s chief financial officer, Chief Accounting Officer controller, treasurer or Treasurer of the Borrower assistant treasurer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default with respect to such Borrower exists, or if any such Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) 6.1.4 As soon as possible and in any event within 10 days after the such Borrower knows that any Reportable ERISA Event has occurred and has determined that such event, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect with respect to any Plansuch Borrower, a statement, signed by the Chief Financial Officerchief financial officer, Chief Accounting Officer, Treasurer controller or Vice President treasurer of the such Borrower, describing said Reportable ERISA Event and the action which the such Borrower proposes to take with respect thereto. (vi) 6.1.5 As soon as possible and in any event within 10 days after receipt by the such Borrower, a copy of (a) any notice or claim to the effect that the such Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the such Borrower, any of its Subsidiaries, Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the such Borrower or any of its Subsidiaries, whichif, in the case of either clause (a) or (b) above, such Borrower has determined that such liability or violation could reasonably be expected to have a Material Adverse EffectEffect with respect to such Borrower. 6.1.6 Promptly upon becoming aware thereof, notice of any downgrading of such Borrower’s S&P Rating or ▇▇▇▇▇’▇ Rating or the rating (viiif any) of such Borrower’s Obligations hereunder, senior unsecured debt or commercial paper or of such Borrower’s corporate, issuer or issuer default rating by ▇▇▇▇▇’▇ or S&P. 6.1.7 Within 75 days five (5) Business Days after the close an Authorized Officer of each fiscal year of each Insurance Subsidiaryeither Borrower becomes aware thereof, copies notice of the Annual Statement occurrence of each any Default or Unmatured Default and of the Insurance Subsidiariesany other development, as certified by the presidentfinancial or otherwise, secretary and treasurer of and the actuary for each that such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or Borrower has determined could reasonably be expected to have a Material Adverse Effect with respect to such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental AuthorityBorrower. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) 6.1.8 Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request. Information required to be delivered pursuant to clause 6.1.1 or 6.1.2 of this Section shall be deemed to have been delivered if such information, or one or more annual, quarterly or current reports containing such information, shall be available on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Any information required to be delivered pursuant to this Section shall be deemed to have been delivered to the Lenders if such information shall have been posted by the Agent on an IntraLinks or similar site to which the Lenders have been granted access. Information required to be delivered by the Borrowers pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Agent.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, consistently applied, and will furnish to the Lenders: (ia) Within 90 As soon as practicable and in any event within ninety (90) days after the close of each of its fiscal yearsFiscal Years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such periodperiod and related statements of income, related profit retained earnings and loss and reconciliation of surplus statements, and a statement of cash flows, flows accompanied by (i) any management letter prepared by said accountants and (ii) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within As soon as practicable and in any event within 45 days after the close of the first three quarterly periods Fiscal Quarters of each of its fiscal yearsFiscal Years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated statements of income, retained earnings and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year Fiscal Year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iiic) Together with the financial statements required hereunderby CLAUSES (a) and (b) above, a compliance certificate in substantially the form of Exhibit “B” EXHIBIT B hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the calculations necessary to determine compliance with this -28- Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (ivd) Within 330 270 days after the close of each fiscal yearFiscal Year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (ve) As soon as possible and in any event within 10 ten (10) days after the Borrower knows that any Reportable Termination Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Termination Event and the action which the Borrower proposes to take with respect thereto. (vif) As soon as possible and in any event within 10 ten (10) days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower learns thereof, notice of the assertion or commencement of any claims, action, suit or proceeding against or affecting the Company or any of its Subsidiaries is or Subsidiary which may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (viig) Within 75 days after Promptly upon learning thereof, notice of any change in the close credit rating of each fiscal year the Borrower's senior unsecured long term debt by S&P or ▇▇▇▇▇'▇. (h) Promptly upon the furnishing thereof to the shareholders of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiii) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ixj) Promptly upon the Borrower’s receipt learning thereof, copies notice of reports or valuations prepared by any Governmental Authority or actuary in respect the completion of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance SubsidiaryCSC Spin-Off. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xik) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower's independent certified public accountants) audit report certified by independent certified public accountants, accountants acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including a balance sheets sheet as of the end of such period, related profit statements of income, shareholders' equity and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by (a) any management letter prepared by said accountants and (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, a consolidated and consolidating unaudited balance sheets sheet as at the close of each such period and consolidated statements of income and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officerchief financial officer, Chief Accounting Officer chief accounting officer or Treasurertreasurer. (iii) Together with the financial statements required hereunderunder Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit “B” hereto A and with schedules and attachments satisfactory in form to the Agent, signed by the Chief Financial Officerits chief financial officer, Chief Accounting Officer chief accounting officer or Treasurer of the Borrower treasurer, showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officerchief financial officer, Chief Accounting Officer, Treasurer chief accounting officer or Vice President treasurer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viii) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request. If any information which is required to be furnished to the Lender under this Section 6.1 is required by law or regulation to be filed with a government body or an earlier date, then the information required hereunder shall be furnished to Lenders at such earlier date.

Financial Reporting. The Borrower will maintain(a) Tenant shall keep adequate records and books of account with respect to the Premises, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders:principles consistently applied. (ib) Within 90 forty five (45) days after the close end of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated quarter and consolidating basis within one hundred eighty (consolidating statements need not be certified by such accountants180) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance SubsidiaryTenant, copies Tenant shall deliver to Landlord (i) complete consolidated financial statements of Tenant, including a balance sheet, profit and loss statement, statement of stockholders’ equity with fiscal year financial statements and statement of cash flows and all other related schedules for the Annual Statement of each of the Insurance Subsidiariesfiscal period then ended, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to detail separately interest expense, income taxes, non-cash expenses, non-recurring expenses, operating lease expense and current portion of long-term debt — capital leases; (ii) income statements for the business at the Premises. All such financial statements shall be prepared in accordance with SAP consistently applied throughout the periods reflected therein and GAAP, shall be certified to be certified accurate and complete by independent certified public accountants reasonably acceptable an officer or director of Tenant and (in the case of year-end statements) shall be audited if Tenant otherwise produces audited financial statements. The financial statements delivered to the Agent if so Landlord need not be audited (except as required by any Governmental Authority. (viii) Promptly upon the filing thereofabove), but Tenant shall deliver to Landlord copies of all Forms 10-Q, 10-K and 8-K any audited financial statements of the Tenant which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if anymay be prepared, as shall be necessary soon as they are available. Upon request at any time, Tenant will provide to cause Schedule “1” to accurately set forth Landlord any and all then existing Significant Subsidiaries reasonable financial information and/or financial statements of the Borrower, their respective jurisdictions of incorporation Tenant (and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction form or forms) as reasonably requested by 5% Landlord including, but not limited to, as requested by Landlord in connection with Landlord’s filings with or more in the capital and surplus of disclosures to any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereofgovernmental authority, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-the financial informationstatements required in connection with Securities and Exchange Commission filings by Landlord or its affiliates. Notwithstanding the foregoing, at any time when Tenant is a publicly traded company that issues 10Q and 10K reports pursuant to the requirements of the Securities Exchange Act of 1934, the foregoing provisions of this Section 32(b) as the Agent or any Lender may from time to time reasonably requestshall be deemed satisfied.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and the Borrower will furnish to the Lenders: (i) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, accountants acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself the Borrower and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by (a) any management letter prepared by said accountants, (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoingaudit report, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself Borrower and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerthe Borrower's chief financial officer. (iii) Together with the financial statements required hereunderunder Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the its Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no No Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (viv) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (viivi) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiivii) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xiviii) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) 6.1.1 Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit statements of income and loss and reconciliation of surplus statements, and a statement statements of cash flows, accompanied by (a) an audit report, unqualified as to scope, of a nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Lenders; (b) any management letter prepared by said accountants and (c) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured DefaultDefault has come to their attention, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) 6.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its Chief Financial Officer, Chief Accounting Officer chief financial officer or Treasurertreasurer. (iii) 6.1.3 Together with the financial statements required hereunderunder Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officer, Chief Accounting Officer its chief financial officer or Treasurer of the Borrower treasurer showing the calculations necessary to determine compliance with this Agreement and Agreement, an officer's certificate in substantially the form of Exhibit F stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Borrower and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all rules and regulations related thereto. (iv) 6.1.4 Within 330 270 days after the close of each fiscal yearyear of the Borrower, a statement copy of the actuarial report showing the Unfunded Liabilities of each Single Employer PlanPlan as of the valuation date occurring in such fiscal year, certified as correct by an actuary enrolled under ERISA, if applicable. (v) 6.1.5 As soon as possible and in any event within 10 15 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer chief financial officer or Vice President treasurer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) 6.1.6 As soon as possible and in any event within 10 15 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) 6.1.7 Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission andCommission, together with copies of each Form 10-K so furnishedincluding, a list of such revisions to Schedule “1”without limitation, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries certifications and other filings required by Section 302 and Section 906 of the Borrower, their respective jurisdictions ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of incorporation 2002 and the percentage of their respective capital stock owned by the Borrower or other Subsidiariesall rules and regulations related thereto. (ix) Promptly upon the Borrower’s receipt thereof6.1.8 As soon as practicable, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten 35 days after learning the close of each calendar month, the Borrower shall provide the Administrative Agent and the Lenders with (i) a Borrowing Base Certificate, together with such supporting documents as the Administrative Agent reasonably deems desirable and (ii) an accounts receivable aging report in form and substance satisfactory to the Administrative Agent, all certified as being true and correct in all material respects by an Authorized Officer of the Borrower. The Borrower may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 6.1.9 As soon as practicable, and in any event within 30 days after the beginning of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for such fiscal year. 6.1.10 As soon as possible, and in any event within 3 days (in the case of the Borrower) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to the Administrative Agent and its counsel of any decrease after the Closing Date change in the rating given by A.M. Best & Co. in respect jurisdiction of organization of the Borrower or any Insurance SubsidiaryGuarantor. (xi) 6.1.11 Such other information (including, without limitation, including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request. If any information which is required to be furnished to the Lenders under this Section 6.1 is required by law or regulation to be filed by the Borrower with a government body on an earlier date, then the information required hereunder shall be furnished to the Lenders at such earlier date.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principlesGAAP, and furnish to the Administrative Agent and the Lenders: (ia) Within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP) audit report report, with no going concern modifier, certified by independent certified public accountants, accountants reasonably acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating and, with respect to WFB, consolidating, unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements (including sufficient detail for independent calculation of the financial covenants set forth in Section 6.17) and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer stating that such financial statements present fairly the financial condition of the Borrower and its Subsidiaries and that the same have been prepared in accordance with GAAP (except for the absence of footnotes and subject to year-end audit adjustments as to interim statements). (iiic) Together with the financial statements required hereunderunder Sections 6.1(a) and (b), a compliance certificate in substantially the form of Exhibit “B” hereto A signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Event of Default exists, or if any Default or Unmatured Event of Default exists, stating the nature and status thereof. (ivd) Within 330 days after Promptly upon the close of each fiscal year, a statement of furnishing thereof to the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President shareholders of the Borrower, describing said Reportable Event copies of all financial statements, reports and the action which the Borrower proposes to take with respect theretoproxy statements so furnished. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viiie) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K which quarterly, monthly or other regular reports that the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xif) Such other information (including, without limitation, including non-financial informationinformation and environmental reports) as the Administrative Agent or any Lender may from time to time reasonably request. (g) Any financial statement required to be furnished pursuant to Section 6.1(a) or Section 6.1(b) or Section 6.1(d), along with any reports or proxy statements required to be furnished pursuant to Section 6.1(d) or any registration statements or reports required to be furnished pursuant to Section 6.1(e), shall be deemed to have been furnished on the date on which the Lenders receive notice that the Borrower has filed such financial statement, proxy statement, registration statement or report with the Securities and Exchange Commission and is available on the ▇▇▇▇▇ website on the Internet at ▇▇▇.▇▇▇.▇▇▇ or any successor government website that is freely and readily available to the Administrative Agent and the Lenders without charge; provided that the Borrower shall give notice of any such filing to the Administrative Agent (who shall then give notice of any such filing to the Lenders). Notwithstanding the foregoing, the Borrower shall deliver paper copies of any such financial statement, proxy statement, registration statement or report to the Administrative Agent if the Administrative Agent requests the Borrower to furnish such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent. If any information that is required to be furnished to the Lenders under this Section 6.1 is required by law or regulation to be filed by the Borrower with a government body on an earlier date, then the information required hereunder shall be furnished to the Lenders at such earlier date.

Financial Reporting. The Borrower will maintain, for itself ------------------- and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Agent (which shall promptly provide copies to the Lenders:): (i) Within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted principles of accounting and required or approved by the Borrower's independent certified public accountants) audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its the Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by (a) any management letter prepared by said accountants and (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its the Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officerchief financial officer as being prepared, Chief to the best of his or her knowledge in accordance with Agreement Accounting Officer or TreasurerPrinciples, consistently applied, subject to normal year-end audit adjustments. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” F --------- hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the calculations necessary to determine compliance with Sections -------- 6.20, 6.21 and 6.22 of this Agreement and stating that no ---- ---- ---- Default or 55 Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close As soon as possible and in any event not later than January 31 of each fiscal yearyear commencing with the fiscal year beginning January 1, 2003, a copy of the plan and forecast (including a projected balance sheet, income statement and statement of cash flow) of the Unfunded Liabilities of each Single Employer Plan, certified Borrower and its Subsidiaries for the upcoming fiscal year prepared in such detail as correct by an actuary enrolled under ERISAshall be reasonably satisfactory to the Agent. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viii) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities Commission (other than routine filings relating solely to employee benefit plans and Exchange Commission andfilings on Forms 3, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of 4 or 5 regarding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ activities). In the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by event the Borrower or other Subsidiariesis no longer required to file reports with the Commission, the Borrower need not furnish such reports to the Agent, but nonetheless shall provide the Agent the financial statements previously contained in such reports. (ix) Promptly upon after the Borrower’s receipt execution thereof, copies of reports all material amendments to the Note Purchase Agreement or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance SubsidiaryReceivables Purchase Documents. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principlesGAAP, and furnish to the Administrative Agent and the Lenders: (ia) Within 90 100 days after the close of each of its fiscal years, an unqualified audit report, which report shall not be subject to any “going concern” qualification or qualification as to the scope of such audit report, certified by one of the “Big Four” accounting firms or other nationally recognized independent certified public accountants, accountants reasonably acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (provided that (i) with respect to any New Subsidiary that becomes a Subsidiary during the final fiscal quarter of such fiscal year and is included in the Borrower’s consolidated financial statements, such reports shall include consolidating statements of such New Subsidiary for such fiscal quarter and (ii) consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statementsstockholders’ equity statement, and a statement of cash flows, accompanied by a certificate of any management letter prepared by said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (iib) Within 45 60 days after the close of the first three (3) quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and stockholders’ equity statement and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter (provided that with respect to any New Subsidiary that becomes a Subsidiary during such fiscal quarter and is included in the Borrower’s consolidated financial statements, such reports shall include consolidating statements of such New Subsidiary for such fiscal quarter), all certified by its Chief Financial chief financial officer or other Authorized Officer, Chief Accounting Officer or Treasurer. (iiic) Together with the financial statements required hereunderunder Sections 6.1(a) and (b), a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officer, Chief Accounting its chief financial officer or other Authorized Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement (including Sections 6.19(a) through (c)) and stating that no Default or Unmatured Event of Default exists, or if any Default or Unmatured Event of Default exists, stating the nature and status thereof. (ivd) Within 330 days after By the close forty-fifth (45th) day of each fiscal yearquarter of each fiscal year (and without regard to whether the Borrower has a Leverage Ratio in excess of 55%), a statement Borrowing Base Certificate of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President Authorized Officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect theretoto the Inventory Valuation Date occurring on the last day of the immediately preceding fiscal quarter. (vie) As soon as possible and in any event within 10 days after receipt by Promptly upon the furnishing thereof to the shareholders of the Borrower, a copy copies of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrowerall financial statements, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, reports and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effectproxy statements so furnished. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viiif) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements (except Form S-8) and annual, 10-K and 8-K quarterly, or other periodic reports, with the exception of exhibits (unless otherwise requested by the Administrative Agent), which the Borrower or any Subsidiary of its Subsidiaries files with the U.S. Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xig) Such other information (includingincluding additional financial information (such as, by way of example and without limitation, the plan and forecast for the next fiscal year and a projected consolidated and consolidating balance sheet, income statement and statement of cash flows of the Borrower for the next fiscal year), and reasonably related non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request. (h) On or promptly after any time at which the Borrower or any Subsidiary becomes subject to the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in form and substance reasonably acceptable to the Administrative Agent. (i) Such other information reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering Laws. Any financial statement required to be furnished pursuant to Section 6.1(a) or Section 6.1(b) or any document required to be delivered pursuant to Section 6.1(e) or Section 6.1(f) shall be deemed to have been furnished on the date on which the Lenders receive notice that the Borrower has filed such financial statement with the U.S. Securities and Exchange Commission and is available on the ▇▇▇▇▇ website on the Internet at ▇▇▇.▇▇▇.▇▇▇ or any successor government website that is freely and readily available to the Administrative Agent and the Lenders without charge; provided that the Borrower shall give notice of any such filing to the Administrative Agent (who shall then give notice of any such filing to the Lenders). Notwithstanding the foregoing, the Borrower shall deliver paper or electronic copies of any such financial statement to the Administrative Agent if the Administrative Agent requests the Borrower to furnish such paper or electronic copies until written notice to cease delivering such paper or electronic copies is given by the Administrative Agent. If any information which is required to be furnished to the Lenders under this Section 6.1 is required by law or regulation to be filed by the Borrower with a government body on an earlier date, then the information required hereunder shall be furnished to the Lenders at such earlier date.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, consistently applied, and furnish to the LendersAgent: (ia) Within As soon as practicable and in any event within 90 days after the close of each of its fiscal years, an unqualified audit report unqualified as to scope certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or another firm of nationally recognized independent certified public accountants, acceptable to the Lenders, ) prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation statements of surplus statements, income and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their the examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof; provided that the requirement of this clause (a) to furnish audited financial statements of the Borrower and its Subsidiaries shall be satisfied if the Borrower furnishes the Agent with the Borrower's Annual Report on Form 10-K, filed with the Securities and Exchange Commission and containing such information. (iib) Within As soon as practicable and in any event within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officerchief financial officer as fairly presenting the financial condition and results of operations of the Borrower and its Subsidiaries, Chief Accounting Officer or Treasurerprovided that the requirement of this clause (b) to furnish financial statements of the Borrower and its Subsidiaries shall be satisfied if the Borrower furnishes the Agent with the Borrower's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission and containing such information. (iiic) As soon as available, but in any event not later than the last Business Day in February of each year, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Borrower and its Subsidiaries for such fiscal year. (d) Together with the financial statements required hereunderby clauses (a) and (b) above, a compliance certificate in substantially the form of Exhibit “B” B hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the calculations necessary to determine compliance with this Agreement Agreement, setting forth the status of the reinvestment of any Net Available Proceeds pursuant to Section 2.7(a) and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (ive) Within 330 days Promptly after becoming available, any management letter prepared by the close firm of each independent public accountants which prepared the audit report relating to the consolidated financial statements of the Borrower and its Subsidiaries for any fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (vf) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Termination Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Termination Event and the action which the Borrower proposes to take with respect thereto. (vig) As soon as possible and in any event within 10 days after receipt by the BorrowerBorrower learns thereof, a copy notice of the assertion or commencement of any claim, action, suit or proceeding (aincluding any of the foregoing relating to any Environmental Law or Release) any notice against or claim to the effect that affecting the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, Subsidiary which could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viiih) Promptly upon the filing or availability thereof, as applicable, copies of all Forms 10-Qeach financial statement, 10-K report, notice or proxy statement sent by the Borrower to stockholders generally and 8-K of each registration statement (excluding any registration statement filed with the Securities and Exchange Commission on Form S-8) (exclusive of exhibits) or prospectus and annual, quarterly, monthly or other regular report which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiariesany successor agency. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xii) Such other information (including, without limitation, including non-financial information) as the Agent or any Lender may from time to time reasonably request, including unaudited consolidating financial statements.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) 6.1.1 Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit statements of income and loss and reconciliation of surplus statements, and a statement statements of cash flows, accompanied by (a) an audit report, unqualified as to scope, of BDO ▇▇▇▇▇▇▇ or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Lenders (provided that so long as the Borrower is a reporting company, delivery of the Form 10-K filed by the Borrower with respect to a fiscal year as promptly as practicable but in no event later than 5 Business Days after the filing thereof shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section), (b) any management letter prepared by said accountants and (c) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) 6.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its Chief Financial Officerchief financial officer or treasurer (provided that so long as the Borrower is a reporting company, Chief Accounting Officer or Treasurerdelivery of the Form 10-Q filed by the Borrower with respect to a fiscal quarter as promptly as practicable but in no event later than 5 Business Days after the filing thereof shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section). (iii) 6.1.3 Together with the financial statements required hereunderunder Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officer, Chief Accounting Officer its chief financial officer or Treasurer of the Borrower treasurer showing the calculations necessary to determine compliance with the relevant provisions of this Agreement and Agreement, an officer’s certificate in substantially the form of Exhibit F stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Borrower and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all rules and regulations related thereto (provided that so long as the Borrower is a reporting company, delivery of the certificates required pursuant to Section 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 as contained in the form 10-K or Form 10-Q filed by the Borrower and delivered pursuant to Section 6.1.1 or 6.1.2 shall satisfy the requirement for such certification of compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act under this Section). (iv) 6.1.4 Within 330 270 days after the close of each fiscal yearyear of the Borrower during which the Borrower maintained a Single Employer Plan, a statement copy of the actuarial report showing the Unfunded Liabilities of each Single Employer PlanPlan as of the valuation date occurring in such fiscal year, certified as correct by an actuary enrolled under ERISA, if applicable. (v) 6.1.5 As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer chief financial officer or Vice President treasurer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) 6.1.6 As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) 6.1.7 Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission andCommission, together with copies of each Form 10-K so furnishedincluding, a list of such revisions to Schedule “1”without limitation, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries certifications and other filings required by Section 302 and Section 906 of the Borrower, their respective jurisdictions ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of incorporation 2002 and the percentage of their respective capital stock owned by the Borrower or other Subsidiariesall rules and regulations related thereto. (ix) Promptly upon the Borrower’s receipt thereof6.1.8 As soon as practicable, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten 90 days after learning the beginning of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for such fiscal year. 6.1.9 As soon as possible, and in any event within 3 Business Days (in the case of the Borrower) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to the Administrative Agent and its counsel of any decrease change in the jurisdiction of organization of the Borrower or any Guarantor. 6.1.10 As soon as practicable, and in any event within thirty (30) days after the Closing Date close of each calendar month, the Borrower shall provide the Administrative Agent and the Lenders with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the rating given Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by A.M. Best & Co. the Administrative Agent, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Administrative Agent reasonably deems desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Borrower). The Borrower may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any Insurance Subsidiarytime. (xi) 6.1.11 Such other information (including, without limitation, including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request. If any information which is required to be furnished to the Lenders under this Section 6.1 is required by law or regulation to be filed by the Borrower with a government body on an earlier date, then the information required hereunder shall be furnished to the Lenders by no later than 5 Business Days after such earlier date.

Financial Reporting. The Borrower REIT and Borrowers will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the LendersAgent: (i) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (va) As soon as possible practicable and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. ninety (vi90) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiarythe REIT, copies audited consolidated financial statements of the Annual Statement REIT for such period, which shall include a consolidated balance sheet, consolidated statement of each operations (income and expenses), consolidated statement of cash flow, consolidated statement of shareholder’s equity, and any other financial information with respect to the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form REIT as shall reasonably be required by Agent, in form reasonably acceptable to Agent (it being agreed that the jurisdiction form of incorporation financial statements of each such Insurance Subsidiarythe REIT presented to Agent prior to Closing is acceptable), all such statements to be prepared in accordance with SAP GAAP consistently applied throughout for all periods, where applicable, showing the periods reflected therein comparative figures for the previous fiscal year, and audited by and accompanied by an opinion thereon by Deloitte & Touche LLP, Ernst & Young LLP, KPMG or PricewaterhouseCoopers, or any other independent certified public accounting firm selected by the REIT and reasonably acceptable to Agent, which audit shall be unqualified as the scope of audit and state that such financial statements were prepared in accordance with GAAP, and that the examination of such accounting firm in connection with such financial statements has been made in accordance with generally accepted auditing standards; (b) As soon as practicable and in any event within ninety (90) days after the close of each fiscal year of the Borrowers, unaudited financial statements of the Borrowers for such period, which shall include a balance sheet, which may be consolidated, statement of operations (income and expenses), statement of cash flow, statement of changes in members’ or partners’ capital or shareholder’s equity, as applicable, and any other financial information with respect to the Borrowers as shall be reasonably requested by Agent, in form reasonably acceptable to Agent (it being agreed that the form of financial statements of Borrowers presented to Agent prior to Closing is acceptable), prepared in accordance with GAAP consistently applied for all periods. Such financial statements shall be certified by independent certified public accountants an Authorized Officer of each Borrower (or the REIT) as being true, correct and complete and fairly presenting the financial position of such Borrower; (c) As soon as practicable and in any event within forty-five (45) days after the end of each calendar quarter, unaudited consolidated financial statements of the REIT for such period, which shall include a consolidated balance sheet, consolidated statement of operations (income and expenses) which is both for such calendar quarter and year-to-date, consolidated statement of cash flow and any other financial information with respect to the REIT as shall be reasonably requested by Agent, in form reasonably acceptable to Agent (it being agreed that the form of financial statements of the REIT presented to Agent if so required prior to Closing is acceptable), prepared in accordance with GAAP, where applicable, showing the comparative figures for the corresponding period of the previous fiscal year, and certified by any Governmental Authority.an Authorized Officer of the REIT as being true, correct and complete and fairly presenting the financial position of the REIT; (viiid) As soon as practicable and in any event within forty-five (45) days after the end of each calendar quarter, unaudited financial statements of the Borrowers for such period, which shall include a balance sheet, which may be consolidated, statement of operations (income and expenses) and any other financial information with respect to the Borrowers as shall be reasonably requested by Agent, in form reasonably acceptable to Agent (it being agreed that the form of financial statements of Borrowers presented to Agent prior to Closing is acceptable), prepared in accordance with GAAP, where applicable, consistently applied for all periods. Such financial statements shall be certified by the an Authorized Officer of each Borrower (or the REIT) as being true, correct and complete and fairly presenting the financial position of such Borrower; (e) As soon as practicable and in any event within forty-five (45) days after the end of each calendar quarter (i) a quarterly capital expenditures status report for each of the Borrowing Base Properties for which Agent shall have made a determination of an Initial Capital Repair Guaranty Amount as being applicable thereto at the time that such Borrowing Base Property was added as a Borrowing Base Property pursuant to Section 4.03 hereof, (ii) a consolidated leasing status report with respect to all Borrowing Base Properties for such quarter, in each case, in form, detail and scope reasonably satisfactory to Agent (it being agreed that the forms presented to Agent prior to Closing are satisfactory), (iii) a statement of the Individual Vacancy Rate with respect to each Borrowing Base Property, and (iv) a statement of the Aggregate Vacancy Rate. Such items shall be certified by an Authorized Officer of each Borrower as being true, correct and complete in all material respects; (f) [Reserved]; (g) Promptly upon after the filing preparation thereof, copies and no later than forty-five (45) days after the last day of each calendar year, annual operating budgets for each of the Borrowing Base Properties for the next succeeding calendar year; (h) Promptly after the preparation thereof, and no later than forty-five (45) days after the last day of each calendar quarter, (i) computations of Borrowing Base Net Operating Income for each Borrowing Base Property, (ii) computations of Debt Service Coverage Ratio as of the Testing Determination Date occurring on the last day of such calendar quarter (iii) a Borrowing Base Certificate executed by an Authorized Officer of Borrowers (or the REIT) setting forth its computation of the Borrowing Base Loan Amount as of the Testing Determination Date occurring on the last day of such calendar quarter; (iii) a Rent Roll and (iv) a receivables aging report with respect to each Borrowing Base Property setting forth all Forms 10-Qoutstanding arrears. Such items shall be certified by an Authorized Officer of each Borrower as being true, 10-K correct and 8-K complete in all material respects; (i) Within twenty (20) days after the end of each calendar month, a copy of a bank statement with respect to each Account showing the beginning and ending balance in such Account as of the end of each month and each withdrawal, deposit and other transaction which has occurred during such calendar month; (j) Concurrently with any delivery under Section 5.01(b) or (d) hereof, a certificate of an Authorized Officer of the Borrower Borrowers (or any Subsidiary files with the Securities REIT), in form and Exchange Commission substance reasonably satisfactory to Agent, which certificate shall (i) certify that to the best of his or her knowledge no Default or Event of Default has occurred and, together if such a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with copies respect thereto and (ii) state whether any change in the application of each Form 10-K so furnishedGAAP has occurred since the date of the audited financial statements referred to in Section 3.04 hereof and, a list if any such change has occurred, specifying the effect of such revisions to Schedule “1”change on the financial statements accompanying such certificate; (k) Promptly after the same becomes publicly available, copies (which may be in electronic format) of registration statements, annual, periodic and other reports, and proxy statements and other information, if any, as shall be necessary filed by the REIT with the Securities and Exchange Commission or with any national securities exchange or distributed by the REIT to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries its shareholders generally; (l) Within ninety (90) days after the end of each calendar year, (i) the Annual Report on Form 10-K of the BorrowerREIT as submitted to the Securities and Exchange Commission; and (m) Promptly following any request therefor, their respective jurisdictions such other information regarding the operations, business affairs, properties and financial condition of incorporation the Credit Parties, the REIT and the percentage Borrowing Base Properties, including the performance of their respective capital stock owned by obligations under the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereofFinancing Documents, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time shall reasonably request.

Financial Reporting. The Borrower Each Credit Party will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principlesAgreement Accounting Principles or SAP, as the case may be, consistently applied, and will furnish to the LendersBanks: (ia) Within 90 As soon as practicable and in any event within 120 days after the close of each of its fiscal yearsFiscal Years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the independent certified public accountants of such Credit Party) audit report certified by independent certified public accountants, acceptable to the LendersBanks, prepared in accordance with Agreement Accounting Principles or SAP, as the case may be, on a consolidated and (except with respect to AUHL and its Subsidiaries as such) consolidating basis (consolidating statements need not be certified by such accountants) for itself Alleghany and its Subsidiaries, for AUHL and its Subsidiaries and, unless a Substitution of Eligible Substitute Collateral has occurred, for AAM and its Subsidiaries, including balance sheets as of the end of such periodperiod (or, in the case of AUHL and its Subsidiaries, as of the immediately preceding September 30) and related profit statements of income, retained earnings and loss and reconciliation cash flows accompanied by (i) any control letter prepared by said accountants addressed to the audit committee of surplus statementsthe board of directors of Alleghany, and any AUHL Entity or, unless a statement Substitution of cash flowsEligible Substitute Collateral has occurred, accompanied by AAM, as the case may be, (ii) a certificate of said accountants that, in the course of their the examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, if in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofthereof and (iii) a letter from said accountants addressed to the Banks acknowledging that the Banks are relying on such certificate as part of their credit consideration of the transactions hereby contemplated and authorizing such reliance and (iv) a copy of each Annual Statement of each syndicate managed by any AUHL Entity prepared in accordance with SAP. (iib) Within As soon as practicable and in any event within 45 days after the close of the first three quarterly periods Fiscal Quarters of each of its fiscal yearsFiscal Years, commencing June 30, 2000, for itself Alleghany and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit statements of income, retained earnings and loss statements and a statement of cash flows for the period from the beginning of such fiscal year Fiscal Year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “B” hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower Each Credit Party will maintain, for itself and ------------------- each Subsidiaryof its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurer. (iii) Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit “"B” " hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower any Credit Party knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrowersuch Credit Party, describing said Reportable Event and the action which the Borrower such Credit Party proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrowerany Credit Party, a copy of (a) any notice or claim to the effect that the Borrower such Credit Party or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrowersuch Credit Party, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower any Credit Party or any of its Subsidiaries, which, in the case of either (a) or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower any Credit Party or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “"1”", if any, as shall be necessary to cause Schedule “"1” " to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s any Credit Party's receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten (10) days after learning thereof, notification of any decrease after the Closing Date date hereof in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-non- financial information) as the Agent Agent, the LC Issuer or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself ------------------- and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 120 days after the close of each of its fiscal years, an unqualified audit report certified by nationally recognized independent certified public accountants, reasonably acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) GAAP for itself and its consolidated Subsidiaries, including including, without limitation, (a) a consolidated balance sheets sheet as of the end of such period, (b) a related consolidated profit and loss and reconciliation of surplus statements, and a statement of cash flows, (c) balance sheets and statements of revenue and operating income of the Borrower and its Subsidiaries for the following areas of business: (I) mortgage loans, (II) student loans, (III) commercial loans, (IV) auto loans, and (V) any other significant area of business in which the Borrower or its Subsidiaries are engaged, accompanied by (x) any management letter prepared by said accountants and (y) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 60 days after the close end of each of the first three quarterly fiscal periods in each fiscal year of each the Borrower, (a) a consolidated balance sheet of the Borrower and its fiscal yearsSubsidiaries as at the end of that quarter, for itself (b) consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries, consolidated for that quarter and consolidating unaudited balance sheets as at (in the close case of each such period the second and consolidated and consolidating profit and loss statements and a statement of cash flows third quarters) for the period from portion of the beginning of such fiscal year to the end of such ending with that quarter, all certified by and (c) statements of revenue and operating income of the Borrower and its Chief Financial OfficerSubsidiaries for the following areas of business: (I) mortgage loans, Chief Accounting Officer (II) student loans, (III) commercial loans, (IV) auto loans, and (V) any other significant area of business in which the Borrower or Treasurerits Subsidiaries are engaged. (iii) Together with the financial statements required hereunderunder Sections 7.1(i) --------------- and (ii), a compliance certificate in substantially the form of ---- Exhibit “B” F hereto signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the --------- calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Together with the financial statements required under Sections 7.1(i) --------------- and (ii), a summary of delinquency information with respect to loans ---- serviced by the Borrower in such form as is customarily prepared by the Borrower from time to time. (v) Within 330 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (vvi) As soon as possible and in any event within 10 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vivii) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by or the Borrower, any of its Subsidiaries, or any other Person presence of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (viiviii) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe Borrower, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiiix) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance SubsidiaryCommission. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xi) Such other information (including, without limitation, non-financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower Group will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, consistently applied, and furnish to the Lenders: (ia) Within 90 As soon as practicable and in any event within 120 days after the close of each of its fiscal yearsFiscal Years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrowers' independent certified public accountants) audit report certified by independent certified public accountants, accountants acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such periodperiod and related statements of income, related profit retained earnings and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by (i) any management letter prepared by said accountants, (ii) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof, and (iii) a letter from said accountants addressed to the Lenders acknowledging that the Lenders are extending credit in primary reliance on such financial statements and authorizing such reliance. (iib) Within 45 As soon as practicable and in any event within 60 days after the close of the first three quarterly periods Fiscal Quarters of each of its fiscal yearsFiscal Years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit statements of income, retained earnings and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurerchief financial officer. (iiii) Upon the earlier of (A) fifteen days after the regulatory filing date or (B) 75 days after the close of each Fiscal Year of each Material Insurance Subsidiary, copies of the unaudited Annual Statement of such Material Insurance Subsidiary, certified by the chief financial officer of such Material Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and (ii) no later than each June 15, copies of annual financial statements of such Material Insurance Subsidiary, prepared in accordance with SAP, audited and certified by independent certified public accountants of recognized annual standing. (d) Upon the earlier of (i) ten (10) days after the regulatory filing date or (ii) 60 days after the close of each of the first three Fiscal Quarters of each Fiscal Year of each Material Insurance Subsidiary, copies of the Quarterly Statement of each of the Material Insurance Subsidiaries, certified by the chief financial officer of such Material Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied through the period reflected herein. (e) Promptly and in any event within ten days after (i) learning thereof, notification of any changes after the date hereof in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary and (ii) receipt thereof, copies of any ratings analysis by A.M. Best & Co. relating to any Insurance Subsidiary. (f) Copies of any actuarial certificates prepared with respect to any Material Insurance Subsidiary, promptly after the receipt thereof. (g) As soon as available, but in any event within 90 days after the beginning of each Fiscal Year of Group, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of Group and its Subsidiaries for such Fiscal Year. (h) Together with the financial statements required hereunderby clauses (a) and (b) above, a compliance certificate in substantially the form of Exhibit “B” hereto EXHIBIT A signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (ivi) Within 330 270 days after the close of each fiscal yearFiscal Year, a statement of the Unfunded Liabilities of each Single Employer Plan, if any, certified as correct by an actuary enrolled under ERISA. (vj) As soon as possible and in any event within 10 days after the Borrower Group knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the BorrowerGroup, describing said Reportable Event and the action which the Borrower proposes proposed to take be taken with respect thereto, and as soon as possible and in any event within ten (10) days after learning thereof, notification of any Lien imposed by the PBGC or the IRS on the assets of any member of the Controlled Group in respect of any Plan maintained by any such member (or any other employee pension benefit plan as to which any such member may be liable) which, together with all such Liens, relates to liabilities in excess of ten percent of the net worth (determined according to generally accepted accounting principles and without reduction for any reserve for such liabilities) of Group and its Subsidiaries. (vik) As soon as possible and in any event within 10 days after receipt by the BorrowerGroup or any of its Subsidiaries, a copy of (ai) any notice or claim to the effect that the Borrower Group or any of its Subsidiaries is or may be liable to any Person as a result of the release by the BorrowerGroup, any of its Subsidiaries, Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, and (bii) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower Group or any of its Subsidiaries, whichSubsidiaries which could, in the case of either clause (i) or (b) aboveii), could reasonably be expected to have a Material Adverse Effect. (viil) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiary, Group copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiim) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower Group or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission andCommission, together the National Association of Securities Dealers, any securities exchange, the NAIC or any insurance commission or department or analogous Governmental Authority (including without limitation, any filing made by Group or any Subsidiary pursuant to any insurance holding company act or related rules or regulations), but excluding routine or non-material filings with copies of each Form 10-K so furnishedthe NAIC, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower any insurance commissioner or other Subsidiariesdepartment or analogous Governmental Authority. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (xn) Promptly and in any event within ten (10) days after learning thereof, notification of (i) any decrease after tax assessment, demand, notice of proposed deficiency or notice of deficiency received by Group or any other Consolidated Person or (ii) the Closing Date filing of any tax Lien or commencement of any judicial proceeding by or against any such Consolidated Person, if any such assessment, demand, notice, Lien or judicial proceeding (or all such assessments, demands, notices, Liens and judicial proceedings, in the rating given by A.M. Best & Co. aggregate) relates to tax liabilities in respect excess of ten percent (10%) of the net worth (determined according to generally accepted accounting standards and without reduction for any Insurance Subsidiaryreserve for such liabilities) of Group and its Subsidiaries taken as a whole. (xio) Such other information (including, without limitation, non-financial informationthe annual Best's Advance Report Service report prepared with respect to each Insurance Subsidiary rated by A.M. Best & Co.) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower and the General Partner each will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principlesAgreement Accounting Principles, and furnish to the Agent (and Agent shall thereafter promptly deliver to the Lenders:): (i) Within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the General Partner's independent certified public accountants) audit report certified by independent certified public accountants, accountants acceptable to the LendersAgent (which shall include KPMG), prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiariesthe Consolidated Group, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiariesthe Consolidated Group, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officerchief financial officer or principal accounting officer and, Chief Accounting Officer upon request by the Agent, within 45 days after the close of any quarterly period. Borrower shall provide to Agent a listing of capital expenditures, a report listing and describing all newly acquired Properties, including their cash flow, cost and secured or Treasurerunsecured Indebtedness assumed in connection with such acquisition, if any, summary Property information for all Properties, including, without limitation, their Net Operating Income, occupancy rates, square footage, property type and date acquired or built, and such other information as may be reasonably requested by Agent to evaluate the quarterly compliance certificate delivered as provided below, and any additional information regarding Qualifying Investment Affiliates as Agent may reasonably request. (iii) Together with the financial statements required hereunderunder Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officer, Chief Accounting Officer its chief financial officer or Treasurer of the Borrower principal accounting officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (v) As soon as possible and in any event within 10 days after the Borrower or the General Partner knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower or the General Partner proposes to take with respect thereto. (viv) As soon as possible and in any event within 10 days after receipt by the BorrowerBorrower or the General Partner, a copy of (a) any written notice or claim to the effect that the Borrower or the General Partner or any of its their Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, the General Partner, any of its their Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower Borrower, the General Partner or any of its their Subsidiaries, which, in the either case of either (a) or (b) above), could reasonably be expected to have a Material Adverse Effect. (viivi) Within 75 days after Promptly upon the close furnishing thereof to the shareholders of each fiscal year of each Insurance Subsidiarythe General Partner, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary material reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiivii) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and Form lOKs, 10-K Form lOQs, proxy statements, and 8-K upon request of the Agent any other reports which the General Partner or the Borrower or any Subsidiary of its Subsidiaries files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xiviii) Such other information (including, without limitation, non-including non financial information) as the Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 120 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) ), to the extent applicable, for itself and its the Subsidiaries, including balance sheets statements of financial condition as of the end of such period, related profit and loss and reconciliation of surplus changes in shareholders' equity statements, and a statement of cash flows, accompanied by (a) any management letter prepared by said accountants and (b) a certificate of said accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof. (ii) Within 45 60 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its the Subsidiaries, consolidated and consolidating consolidating, to the extent applicable, unaudited balance sheets statements of financial condition as at the close of each such period and consolidated and consolidating profit and loss statements (showing a breakout of servicing sales gains attributed to servicing originated in prior periods), a changes in shareholders' equity statement and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified (subject to normal year-end adjustments) by its Chief Financial Officer, Chief Accounting Officer chief financial officer or Treasurerchief accounting officer. (iii) Together with the financial statements required hereunderunder Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit “B” "F" hereto signed by the Chief Financial Officer, Chief Accounting Officer its chief financial officer or Treasurer of the Borrower chief accounting officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default Defaults exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 330 As soon as available but in any event within 45 days after the close end of each fiscal year, a statement of calendar month an executive summary regarding the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISABorrower's production and servicing. Such summary shall show separately information concerning any Qualifying Loans or Securities with respect to which there is recourse to the Borrower. (v) As soon as possible available, but in any event within ten (10) days after the end of each month, a certificate from an Authorized Officer as to (i) those specific Eligible Qualifying Loans which became Ineligible Collateral during such month due to the existence of a past due payment exceeding the time limit set forth in clause (ii) of the definition of Eligible Qualifying Loan, (ii) the most recent delinquency, default data and loss statistics on each pool of Qualifying Loans serviced by the Borrower under its Servicing Agreements or under any whole loan sale agreements or similar agreements in which the Borrower retains an economic interest in, or recourse with respect to, such pool of Qualifying Loans, together with a summary of the applicable delinquency, default and loss levels, if any, under each of such Servicing Agreements or other agreements at which the Borrower's right to receive servicing income thereunder can be reduced or interrupted or at which the Borrower could be required to provide additional security for the benefit of any senior interests in such pool, such data and statistics to be presented in the form attached hereto as Schedule "9". (vi) If the Borrower has any Rate Hedging Agreements then in effect, as soon as available but in any event within 15 days after the end of each month, a secondary marketing report for such month reasonably satisfactory to the Agent. (vii) As soon as available, but in any event within 30 days after the end of each month (or, with respect to the last month of any fiscal quarter, 45 days), a certificate from the Borrower's chief financial officer as to the total liabilities of the Borrower and its Included Subsidiaries on a consolidated basis, as of the last day of the preceding month, as determined in accordance with Agreement Accounting Principles. (viii) As soon as available, but in any event within 150 days after the beginning of each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and cash flow statement) of the Borrower for such fiscal year. (ix) As soon as available and in any event within 10 days after the Borrower knows that end of each calendar month (and within one Business Day after any Reportable Event has occurred with respect to any Planrequest therefor by the Agent, which requests shall be made only when the Agent reasonably determine such a delivery is necessary), a statementBorrowing Base Certificate (which shall include the Borrower's reconciliation of any discrepancies from the Collateral Agent's reports on the status of Eligible Collateral at the end of such month (or the end of the prior Business Day, signed if requested by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vi) As soon Agent as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiaryabove). (x) Promptly and in any event within ten Within 10 days after learning thereofthe issuance of Borrower's response thereto (but in no event later than 20 days after the Borrower's receipt of such reports) copies of all compliance and audit reports received from FHA (including each statement of the Borrower's insurance coverage reserve account with the FHA and all notices regarding loan transfer or other adjustments thereto), notification Greenwich Capital or any other Approved Investor and the Borrower's response thereto; and promptly upon receipt, a copy of any decrease after notice from (i) FHA to the Closing Date in effect that it is or is contemplating withdrawing its approval of the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. Borrower as a FHA Title I Approved Mortgagee, or as an approved seller and servicer for Title I Qualifying Loans or (xiii) Such other information (including, without limitation, non-financial information) as the Agent Greenwich Capital or any Lender may from time other Approved Investor to time reasonably requestthe effect that it is contemplating terminating any existing Approved Investor Commitment or ceasing to issue any further such Approved Investor Commitments to the Borrower.

Financial Reporting. The Borrower Each Loan Party will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and the Guarantor or the Borrower, as applicable, will furnish (or cause to be furnished) to the Lenders: (i) Within As soon as available, but in any event within 90 days after the close of each of its fiscal yearsyears (commencing with the fiscal year ended March 31, an unqualified audit report certified by independent certified public accountants2001), acceptable to a copy of the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself balance sheet of the Guarantor and its Subsidiaries, including balance sheets consolidated Subsidiaries as of at the end of such period, fiscal year and the related profit statements of income and loss retained earnings and reconciliation of surplus statements, and a statement of cash flowsflows of the Guarantor and its consolidated Subsidiaries for such year plus consolidating balance sheet and income statements for the Borrower and its Principal Lines of Business, accompanied which consolidated statements will have been audited by a certificate firm of said independent certified public accountants thatof nationally recognized standing reasonably acceptable to the Administrative Agent, setting forth in each case in comparative form the course of their examination necessary figures for their certification the previous year, reported on without a "going concern" or like qualification or exception, or qualification indicating that the scope of the foregoingaudit was inadequate to permit such independent certified public accountants to certify such financial statements without such qualification, they have obtained no knowledge which report shall state that such consolidated financial statements present fairly the financial position of any Default or Unmatured Default, or if, the Guarantor and its consolidated Subsidiaries for the period indicated in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereofconformity with generally accepted accounting principles applied on a consistent basis. (ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself the Guarantor and its Consolidated Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarterquarter plus consolidating balance sheets and income statements for the Borrower and its Principal Lines of Business, all certified by the chief financial officer of the Guarantor, together with (a) consolidated unaudited balance sheets as at the close of each such period for the prior fiscal year and consolidated profit and loss and reconciliation of surplus statements and a statement of cash flows for the same period of the prior fiscal year and (b) (iii) As soon as available thereafter, but in any event within 30 days after the beginning of each of its Chief Financial Officerfiscal years a copy of the plan and forecast (including a projected consolidated balance sheet, Chief Accounting Officer or Treasurerincome statement and funds flow statement) of the Loan Parties and their Subsidiaries for such fiscal year. Such plan and forecast must include relevant information concerning the projected business and operations of the Loan Parties and their Subsidiaries, including, without limitation, a detailed quarterly breakdown of projected financial results by major business segment encompassing at a minimum the following segments: U.S. Supplies, International Supplies, Pro-Tape, Virtual Demand, and any major new line of business added after the date hereof ("Principal Lines of Business"). (iiiiv) Together with the financial statements required hereunderunder Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit “B” hereto B signed by the Chief Financial Officer, Chief Accounting Officer or Treasurer chief financial officer of the Borrower and the Guarantor showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (ivv) Within 330 30 days after the end of each fiscal month, a Borrowing Base Certificate, signed by an Authorized Officer of the Borrower. (vi) Within 90 days after the end of each fiscal year, a certificate of an Authorized Officer setting forth for the Loan Parties and their Subsidiaries for the prior fiscal year the aggregate amount of all asset dispositions made outside of the ordinary course of business, equity and debt issuances and the Net Cash Proceeds received in connection therewith. (vii) Within 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (vviii) As soon as possible and in any event within 10 days after the Borrower it knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President of the Borrower, its chief financial officer describing said Reportable Event and the action which the Borrower it proposes to take with respect thereto. (viix) As soon as possible and in any event within 10 days after receipt by the Borrowerreceipt, a copy of (a) any written notice or claim to the effect that the Borrower Loan Party or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrowerit, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any written notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower it or any of its Subsidiaries, which, in the case of either or (b) abovecase, could reasonably be expected to have a Material Adverse Effect. (viix) Within 75 days after Promptly upon the close of each fiscal year of each Insurance Subsidiaryfurnishing thereof to its stockholders, copies of the Annual Statement of each of the Insurance Subsidiariesall financial statements, as certified by the president, secretary reports and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such proxy statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authorityfurnished. (viiixi) Promptly upon the filing thereof, copies of all Forms 10-Qregistration statements and annual, 10-K and 8-K quarterly, monthly or other regular reports which the Borrower or any Subsidiary Loan Party files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other SubsidiariesCommission. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xixii) Such other information (including, without limitation, including non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.

Financial Reporting. The Borrower Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in order to permit preparation of financial statements in accordance with generally accepted accounting principles, and furnish to the Lenders:Administrative Agent (and the Administrative Agent will furnish a copy to each Bank): (ia) Within 90 days after the close of each of its fiscal years, an unqualified audit report certified by independent certified public accountants, acceptable to the LendersRequired Banks, prepared in accordance with Agreement Accounting Principles GAAP on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself Holdings and its Subsidiariessubsidiaries (including the Company), including balance sheets as of the end of such period, related profit and loss statements of income, changes in shareholders’ equity and reconciliation of surplus statements, and a statement of cash flowsflows for the year then ended, accompanied by any management letter prepared by said accountants and by a certificate of said accountants that, in substantially the course form of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured DefaultExhibit D hereto, or if, in the opinion of such accountants, such certificate is not applicable, a description of any Default or Unmatured Default shall existrelating to accounting matters that in their opinion exists, stating the nature and status thereof. (b) Within 90 days after the close of each of its fiscal years, for the Company and its Subsidiaries, an unaudited (except, in the case of the fiscal year ending December 31, 2009, audited) consolidated balance sheet as at the end of such period and audited consolidated statements of income, changes in shareholders’ equity and cash flow for the year then ended, each (i) prepared in a manner consistent with the preparation of Holdings’ year-end statements and in accordance with GAAP (other than the absence of footnotes) and (ii) in the case of the fiscal year ending December 31, 2009, accompanied by an opinion of Ernst & Young LLP, independent public accountants, or other independent public accountants of nationally recognized standing. (c) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself the Company and its Subsidiaries, an unaudited consolidated and consolidating unaudited balance sheets sheet as at the close of each such period and unaudited consolidated statements of income, changes in shareholders’ equity and consolidating profit and loss statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its Chief Financial Officer, Chief Accounting Officer or Treasurereach prepared in a manner consistent with the preparation of the Company’s year-end statements and in accordance with GAAP (other than the absence of footnotes and subject to normal year-end adjustments). (d) Within 45 days after the close of the first three quarterly periods of each of the Company’s fiscal years and within 90 days after the close of each of the Company’s fiscal years, a report of (i) current Surplus Funds, (ii) the aggregate amount of Security Deposits being held by the Company including a breakdown of the asset types making up such Security Deposits indicating, inter alia, those Security Deposit assets which are Eligible Assets and (iii) Together with the aggregate amount of Performance Bonds of Defaulted Clearing Members being held by the Company including a breakdown of the asset types making up such Performance Bonds indicating, inter alia, those Performance Bond assets which are Eligible Assets. (e) Within the time periods set forth herein for the furnishing of the financial statements required hereunder, a compliance certificate signed by its managing director & chief financial officer or another managing director, in substantially the form of Exhibit “B” hereto signed by E hereto, (i) certifying that, to the Chief Financial Officerknowledge of such officer or director, Chief Accounting Officer or Treasurer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default existshas occurred during the period covered by such financial statements that is still continuing and (ii) showing the calculations set forth in Exhibit E concerning Surplus Funds and Consolidated Tangible Net Worth as well as setting forth a description of the nature and status of such Default or Unmatured Default, or if any such Default or Unmatured Default exists, stating the nature and status thereof. (ivf) Within 330 90 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct signed by an actuary enrolled under ERISAthe managing director & chief financial officer of the Company or another managing director, or, in the event there are no Unfunded Liabilities, a certificate signed by its managing director & chief financial officer or another managing director to that effect. (vg) As soon as possible and in any event within 10 days after the Borrower Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President managing director & chief financial officer of the BorrowerCompany or another managing director, describing said Reportable Event and the action which the Borrower Company proposes to take with respect thereto. (vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in the case of either or (b) above, could reasonably be expected to have a Material Adverse Effect. (vii) Within 75 days after the close of each fiscal year of each Insurance Subsidiary, copies of the Annual Statement of each of the Insurance Subsidiaries, as certified by the president, secretary and treasurer of and the actuary for each such Insurance Subsidiary and prepared on the NAIC annual statement blanks (or such other form as shall be required by the jurisdiction of incorporation of each such Insurance Subsidiary), all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and to be certified by independent certified public accountants reasonably acceptable to the Agent if so required by any Governmental Authority. (viii) Promptly upon the filing thereof, copies of all Forms 10-Q, 10-K and 8-K which the Borrower or any Subsidiary files with the Securities and Exchange Commission and, together with copies of each Form 10-K so furnished, a list of such revisions to Schedule “1”, if any, as shall be necessary to cause Schedule “1” to accurately set forth all then existing Significant Subsidiaries of the Borrower, their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. (ix) Promptly upon the Borrower’s receipt thereof, copies of reports or valuations prepared by any Governmental Authority or actuary in respect of any action or event which has resulted in the reduction by 5% or more in the capital and surplus of any Insurance Subsidiary. (x) Promptly and in any event within ten days after learning thereof, notification of any decrease after the Closing Date in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary. (xih) Such other information (including, without limitation, including non-financial information) as any Bank or the Administrative Agent or any Lender may from time to time reasonably request.