Common use of Financial Statements, Reports, Certificates Clause in Contracts

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender (a) as soon as available, but in any event within 45 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender (a) Lender, each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent: as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of Borrower’s fiscal quarters) after the end of each month during each of Borrower's ’s fiscal years, a company prepared balance sheet and income statement, in each case, years (a) on a consolidated monthly basis, an unaudited consolidated balance sheet, income statement and statement of cash flow covering Borrower's ’s and its Subsidiaries’ operations during such period and compared to the prior period and plan, together with a corresponding discussion and analysis of results from management, and on a quarterly basis, an unaudited consolidated statement of shareholders’ equity covering Borrower’s and its Subsidiaries’ operations during such period; , and (b) Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable. as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 120 days after the end of each of Borrower's ’s fiscal years, years (c) consolidated financial statements of Borrower on a consolidated basis and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualificationsqualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.16), by such accountants to have been prepared in accordance with GAAP, together with a certificate of GAAP (such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall to include a balance sheet, profit and loss income statement, statement of cash flow, and statement of cash flow shareholder’s equity and, if prepared, such accountants' ’ letter to management. Together ), and (d) a Compliance Certificate along with the aboveunderlying calculations, Borrower also shall deliver including the calculations to arrive at EBITDA to the extent applicable, and (e) a detailed calculation of Excess Cash Flow. as soon as available, but in any event within 30 days after the start of each of Borrower’s fiscal years, (f) copies of Borrower’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, with copies to each Lenderin its Permitted Discretion, for the forthcoming 2 years, year by year, and for the forthcoming fiscal year, quarter by quarter, certified by the chief financial officer of Borrower as being such officer’s good faith estimate of the financial performance of Borrower during the period covered thereby. if and when filed by Borrower's , (g) Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reportscurrent reports, and (h) any other filings made by Borrower with the Securities SEC, and Exchange Commission, if any, as soon as the same are filed, or (i) any other information that is provided by Borrower to its shareholdersshareholders generally. promptly, but in any event within 5 days (j) notice of such event or condition and a statement of the curative action that after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, the Borrower proposes to take with respect thereto. promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Borrower or any of its Subsidiaries, (k) notice of all actions, suits, or proceedings brought by or against Borrower or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Change. upon the request of Agent, (l) any other report information reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by or its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretoSubsidiaries.

Financial Statements, Reports, Certificates. Deliver to the Agent, with copies each of the financial statements, reports, Projections or other items set forth below at the following times in form satisfactory to each Lender the Required Lenders (a) to the extent that the Required Lenders request receipt of such financial statements, reports, Projections and/or other items): as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years(a) an unaudited consolidated and consolidating balance sheet, a company prepared balance sheet and income statement, in each casestatement of cash flow, on a consolidated basis, covering and statement of shareholder’s equity with respect to Parent and its Subsidiaries (including the Borrower's operations ) during such periodperiod and compared to the prior period and plan, prepared in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes, together with a corresponding discussion and analysis of results from management; and (b) a Compliance Certificate. as soon as available, but in any event within 45 120 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, year (a) consolidated and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, consolidating financial statements of Borrower on a consolidated basis Parent and its Subsidiaries (including the Borrower) for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent the Required Lenders, prepared in accordance with GAAP, and certified, without any qualificationsqualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item), by such accountants to have been prepared in accordance with GAAP, together with a certificate of GAAP (such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall to include a balance sheet, profit and loss income statement, statement of cash flow, and statement of cash flow shareholder’s equity and, if prepared, such accountants' ’ letter to management); and (b) a Compliance Certificate. Together with as soon as available, but in any event within 30 days before the abovestart of Borrower’s fiscal years (a) copies of the Parent’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to the Required Lenders (to the extent that the Required Lenders request receipt of such Projections), in their Permitted Discretion, for the forthcoming fiscal year, on a monthly basis, certified by the chief financial officer of the Parent as being such officer’s good faith estimate of the financial performance of Parent and its respective Subsidiaries during the period covered thereby. if and when filed by Borrower also shall deliver to Agent, with copies to each Lender, Borrower's or Parent (a) Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reports, and current reports; (b) any other filings made by Borrower the Borrower, the Parent or any of their Subsidiaries with the Securities SEC; and Exchange Commission, if any, as soon as the same are filed, or (c) any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to Parent or any of its obligations their Subsidiaries to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretotheir shareholders generally.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender (a) as soon as available, but in any event within 45 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such periodperiod (including quarterly information with respect to each month that is the end of a fiscal quarter of Borrower); provided that monthly financial statements with respect to any month that is not the last month of a fiscal quarter of Borrower need not contain all detail that would be required by GAAP, may be subject to quarter-end and year-end adjustments, and will be sufficient hereunder if they are in the same form as is submitted internally by Borrower to the senior management of Borrower, and quarterly financial statements of Borrower may be subject to year-end adjustments; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower (including, without limitation, any oral reports regarding the status of Borrower's litigation with Bell Atlantic from time to time requested by Agent). Each ▇▇▇h month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Lender, a certificate signed by its treasurer or chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes or other detail and being subject to year-end audit adjustments, (and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and (subject to the qualifications permitted above) fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Subject to the limitation contained at the end of this paragraph, Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such whatever financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding Borrower's business affairs and financial conditions. The foregoing notwithstanding, Agent shall request any such information in the first instance from Borrower, shall give Borrower a reasonable opportunity itself to obtain such information for Agent and provide same to Agent, and shall not directly contact Borrower's auditors, accountants, or other third parties unless Borrower fails to provide the requested information within 10 days.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender . (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within or 45 days after the end of fiscal quarter) during each quarter during Borrowerof Parent's fiscal years, a company prepared balance sheet, income statement, and cash flow statement of cash flows, in each case on a consolidated basis, covering BorrowerParent's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of BorrowerParent's fiscal yearsFiscal Years, financial statements of Borrower on a consolidated basis Parent for each such fiscal yearFiscal Year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any going concern or other material qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event failure of DefaultParent to comply with Section 7.20. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow statement, and, if prepared, such accountants' letter to management. If Parent is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Parent agrees to deliver financial statements prepared on a consolidating basis so as to present Parent and each such related entity separately, and on a consolidated basis. Together with the above, Borrower Parent also shall deliver to Agent, with copies to each Lender, BorrowerLenders Parent's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Parent with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower Parent to its public shareholders, and any other report reasonably requested by the Lender Group Agent relating to the Collateral and financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretoParent.

Financial Statements, Reports, Certificates. Deliver to Agent (and if so requested by Agent, with copies to for each Lender (aLender) each of the financial statements, reports, or other items set forth below at the following times: as soon as available, but in any event within 45 days after the end of each month during each of Borrower's ’s first three fiscal yearsquarters of any fiscal year, a company prepared (a) unaudited consolidated and consolidating balance sheet and statements of income statement, in each case, on a consolidated basis, and cash flows covering Borrower's Parent’s and its Subsidiaries’ operations during such period; period (which in the case of consolidating financial statements will be in the form consistent with such consolidating financial statements provided to the Initial Lenders prior to the Closing Date), together with a corresponding discussion and analysis of results from management, and (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) Compliance Certificate. as soon as available, but in any event within 90 days after the end of each of Borrower's ’s fiscal years, (a) consolidated financial statements of Borrower on a consolidated basis Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent (it being understood that Cherry Bekaert LLP is acceptable to Agent) and certified, without any qualificationsqualifications (including any (A) “going concern” or like qualification or exception (other than any qualification that is expressed solely with respect to, or expressly resulting solely from, an upcoming maturity date under any Indebtedness occurring within one year from the time such opinion is delivered) or (B) qualification or exception as to the scope of such audit), by such accountants to have been prepared in accordance with GAAP, together with a certificate of GAAP (such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall to include a balance sheet, profit and loss income statement, statement of cash flow, and statement of cash flow shareholder’s equity, and, if prepared, such accountants' ’ letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month), together with (x) a corresponding customary discussion and analysis of results from management and (y) consolidating financial statements of Parent and its Subsidiaries for such fiscal year, in the form consistent with such consolidating financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower Initial Lenders prior to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21Closing Date, and (vb) on the date of delivery of such certificate to Agent there does not exist a Compliance Certificate. promptly, but in any event within 5 days after Borrower has knowledge of, (a) any event or condition or event that constitutes a Default or an Event of Default (orDefault, in notice of such event or condition and a statement of the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what curative action that Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants(b) any default or breach under, or termination of, any Material Contract of a Loan Party or its Subsidiary, notice of such default, breach or termination and a statement of the curative action that Borrower proposes to take with respect thereto, (c) any material development in connection with disputes with suppliers to or customers of the Borrower, including, without limitation, commencement and completion of arbitration, notice of such material development, (d) that any Loan Party or its Subsidiaries, an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Group Member: (i) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (ii) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or Government Drug Rebate Program or is the subject of a proceeding seeking to assess such penalty; (iii) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (iv) has been involved or named in a U.S. Attorney complaint made or any other third parties action taken pursuant to deliver the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to Agent31 U.S.C. §3729 et seq.; any pending or threatened revocation, upon Agent's requestsuspension, at Borrower's expensetermination, probation, restriction, limitation, denial, or non-renewal with respect to any Health Care Permit or Registration, (e) any allegations of licensure violations or fraudulent acts or omissions involving any Loan Party or any of its Subsidiaries, (f) the pending or threatened imposition of any material fine or penalty by any Governmental Authority under any Health Care Law against any Loan Party or any of its Subsidiaries, (g) the exclusion or debarment from any Governmental Drug Rebate Program or other federal healthcare program or debarment or disqualification by any Governmental Authority of any Loan Party, any of its Subsidiaries, or any of their officers, directors, employees, agents, or contractors, and (h) to the extent any 2015 Note Purchase Documents, 2017 Note Purchase Documents, ABL Loan Document or Treximet Note Purchase Document is amended, modified, refinanced or otherwise changed pursuant to the terms of Section 6.6(a)(ii) of the Agreement, copies of Borrower's financial statementsany such amendment, papers related thereto.modification, refinancing or other change. promptly, but in any event within 5 days of Borrower providing or receiving, as applicable, (a) copies of all settlement agreements entered into by a Loan Party, (b) any notice received by a Loan Party or any of its Subsidiaries alleging potential or actual violations of any Health Care Law, (c) any notice that any Regulatory Authority is limiting, suspending or revoking any Registration, requiring adverse changes to the marketing classification, distribution pathway or parameters, or labeling of the products of any Loan Party or any of its Subsidiaries, or considering any of the foregoing, (d) any notice, including, but not limited to, a Form FDA-483, untitled letter, warning letter, or notice of violation letter, that any Loan Party or any of its Subsidiaries has become subject to any Regulatory Action, and

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Lender: (a) as soon as available, but in any event within 45 30 days (60 days in the case of a month that is the end of one of Borrower’s fiscal quarters) after the end of each month during each of Borrower's fiscal years, ’s Fiscal Years, (i) a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's ’s and its Subsidiaries’ operations during such period; and , setting forth in comparative form the figures for such period set forth in the most recent Budget delivered to the Agent, (cii) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested Compliance Certificate signed by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer of Borrower to the effect that: : (iA) with respect to financial statements, all the financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, except for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present in all material respects the financial condition of Borrower, Borrower and its Subsidiaries, (iiB) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (iiiC) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). . (b) as soon as available, but in any event on or before May 31, 2008, financial statements of Borrower shall issueand its Subsidiaries for the Fiscal Year ended January 31, upon the request of Agent2008, written instructions to its audited by independent certified public accountants authorizing them reasonably acceptable to communicate with Agent and to release certified, with only such qualifications as may be satisfactory to Agent in its sole discretion, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management), (c) Reserved, (d) if and when filed by ▇▇▇▇▇▇▇▇ (or promptly thereafter), (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, and any other filings made by Borrower with the SEC, it being understood that, as to any such filings, Borrower may deliver the same by electronic mail (to such email address(es) as may be provided for such purpose from time to time by Agent), including any such electronic mail specifying the applicable filing, and (ii) any other information concerning that is provided by Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to its shareholders generally, (e) upon request by Agent, upon Agent's requestsatisfactory evidence of payment, at and extent of nonpayment (if applicable), by Borrower and its Subsidiaries of applicable excise taxes in each jurisdiction in which (i) Borrower or its Subsidiaries conducts business or is required to pay any such excise tax, (ii) where Borrower's expense’s or its Subsidiaries’ failure to pay any such applicable excise tax would result in a Lien on the properties or assets of Borrower or its Subsidiaries, copies of Borrower's financial statements, papers related thereto.or

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate Compliance Certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating Borrower is in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21(and demonstrating such compliance in reasonable detail), and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower that Agent reasonably Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Lender: (a) as soon as available, but in any event within 45 thirty-five (35) days (fifty (50) days in the case of a calendar month that is the end of one of the first three (3) fiscal quarters in a fiscal year) after the end of each calendar month during each of Borrower's fiscal years, , (i) a company prepared balance sheet and income statement, in statement covering each case, on a consolidated basis, covering Borrower's operations during such period; , (bii) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its the chief financial officer of each Borrower to the effect that: (i) with respect to financial statements, all : A. the financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, except for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present in all material respects the financial condition of each Borrower, (ii) , B. the representations and warranties of each Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent and C. there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has Borrowers have taken, is are taking, or propose to take with respect thereto); (b) as soon as available, but in any event within fifty (50) days after the end of each Borrower's fiscal quarter, (i) a company prepared balance sheet, income statement and statement of cash flow covering each Borrower's operations during such period, (ii) a certificate signed by the chief financial officer of each Borrower to the effect that: A. the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of each Borrower, B. the representations and warranties of each Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), C. there does not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrowers have taken, are taking, or propose to take with respect thereto), and (iii) for each quarter that is the date on which a financial covenant in Section 7.20 is to be tested, DF shall submit a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, (c) as soon as available, but in any event within one hundred ten (110) days after the end of each Borrower's fiscal years, (i) financial statements of each Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), and (ii) a certificate of such accountants addressed to Lender stating that such accountants do not have knowledge of the existence of any Default or Event of Default under Section 7.20, (d) as soon as available, but in any event within twenty (20) days prior to the start of DF's fiscal years, copies of DF's Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Lender, in its sole discretion, for the forthcoming three (3) years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer of General Partner of DF as being such officer's good faith best estimate of the financial performance of DF during the period covered thereby, (e) as soon as available but in any event within fifteen (15) days, if and when filed by either Borrower or its Parent, (i) 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by either Borrower with the SEC, (iii) copies of each Borrower's federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and (iv) any other material, written information that is provided by each Borrower to its partners generally, (f) as soon as available but in any event within fifteen (15) days, if and when filed by either Borrower and if requested by Lender, satisfactory evidence of payment of applicable excise taxes in each jurisdiction in which (i) such Borrower conducts business or is required to pay any such excise tax, (ii) where such Borrower's failure to pay any such applicable excise tax would result in a Lien on the properties or assets of such Borrower, or (iii) where such Borrower's failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change, (g) as soon as a Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that such Borrower proposes to take with respect thereto). Borrower shall issue, and (h) upon the request of AgentLender, written instructions any other report reasonably requested relating to the financial condition of either Borrower. In addition to delivery of the financial statements referred to above, Borrowers agree that their fiscal years shall remain the same. Each Borrower agrees that its independent certified public accountants authorizing them accountant is authorized to communicate with Agent Lender and to release to Agent such Lender whatever financial information concerning each Borrower that Agent Lender reasonably may request. Each Borrower hereby irrevocably authorizes all auditorswaives the right to assert a confidential relationship, accountantsif any, it may have with any accounting firm or other third parties service bureau in connection with any information requested by Lender pursuant to deliver or in accordance with this Agreement, and agree that Lender may contact directly any such accounting firm or service bureau in order to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretoobtain such information.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 days after the end of each month during each of BorrowerLaserSight's fiscal years, a company prepared consolidated balance sheet and sheet, consolidated income statement, in each case, on a and consolidated basis, statement of cash flow covering BorrowerLasersight's consolidated operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter month during Borrower's each of Technologies fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's Technologies' operations during such period; and (c) as soon as available, but in any event within 90 days after the end of each of BorrowerLaserSight's fiscal years, consolidated financial statements of Borrower on a consolidated basis LaserSight for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a consolidated balance sheet, consolidated profit and loss statement, and consolidated statement of cash flow and, if prepared, such accountants' letter to management. In addition to the financial statements referred to above, LaserSight agrees to deliver annual financial statements prepared on a consolidating basis so as to present each Borrower separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, BorrowerFoothill LaserSight's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower LaserSight with the Securities and Exchange Commission, if any, as soon as within 2 Business Days of the date that the same are filed, or any other information that is provided by Borrower LaserSight to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of BorrowerLaserSight and its Subsidiaries. Each month, together with the consolidated financial statements provided pursuant to Section 6.3(a), Borrower LaserSight shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all consolidated financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of BorrowerLaserSight and its Subsidiaries, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section Sections 7.20 or and 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section Sections 7.20 or and 7.21, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower LaserSight shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower LaserSight and its Subsidiaries that Agent reasonably Foothill may requestrequest in accordance with such certified public accountants' policies and procedures. Each Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's expense, copies of such Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding such Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as promptly and in any event within 15 days after the same are filed, or any other information that is provided by Borrower to its shareholderslimited partners generally, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). No later than December 31 of each year, Borrower shall issuedeliver to Foothill preliminary Projections of Borrower for the forthcoming year, upon month by month. Borrower shall deliver final Projections for the request forthcoming year, month by month, by January 31 of Agentsuch year. Borrower (and, if required, each of the other Obligors) shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower the Obligors that Agent reasonably Foothill may request. Borrower hereby irrevocably authorizes and directs (and hereby agrees to cause promptly each of the other Obligors to irrevocably authorize and direct, and, by its execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby irrevocably authorizes and directs) all auditors, accountants, or other third parties that Foothill reasonably could expect to have access to such information to deliver to Agent, upon Agent's requestFoothill, at Borrower's expense, copies of Borrower's the Obligors' financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding the Obligors' business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender all Lenders: (a) as soon as available, but in any event within 45 thirty (30) days after the end of each fiscal month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during BorrowerParent's fiscal years, a company prepared balance sheet, income statement, and cash flow statement of cash flows, in each case on a consolidated basis, covering BorrowerParent's operations during such period; and (cb) as soon as available, but in any event within 90 ninety (90) days after the end of each of BorrowerParent's fiscal years, financial statements of Borrower on a consolidated basis Parent for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualificationsqualifications (other than those necessitated by virtue of the Bankruptcy Cases), by such accountants to have been prepared in accordance with GAAP. Borrowers shall request their accountants to deliver to Agent, together concurrently with the completion of the above described annual statements, a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow statement, and, if prepared, such accountants' letter to management. Together with the above, Borrower Borrowers also shall deliver to Agent, with copies to each Lender, Borrowerall Lenders Parent's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Parent with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower Parent to its shareholders, and any other report reasonably requested by the Lender Group relating to the Collateral or Guarantor Collateral or the financial condition of Borrowerany Obligor. Each month, together with the financial statements provided pursuant to Section 6.3(a), each Borrower shall deliver to Agent, with copies to each Lender all Lenders a certificate addressed to the Lender Group and signed by its chief financial officer to the effect that: (i) with respect to financial all reports, statements, all financial statements or computer prepared information of any kind or nature delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of such Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 6.11 or 7.21 Section 7.10 is to be tested, a Compliance Certificate certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 6.11 or 7.21Section 7.10, as applicable, and (viv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv)each case, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower Borrowers or the relevant Guarantor has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. (a) Deliver to Agent, with copies to each Lender : (ai) as soon as available, but in any event within 45 30 days after the end of each month during each of such Borrower's ’s fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; years (b) as soon as available, but in any event within or 45 days after the end of the last month in each quarter during Borrower's fiscal yearsquarter), a company prepared balance sheet, income statement, and and, on a quarterly basis only, a statement of cash flows, in each case on a consolidated basis, flow covering such Borrower's ’s operations during such period; and (cii) as soon as available, but in any event within 90 days after the end of each of such Borrower's ’s fiscal years, financial statements of such Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants from a “Big 4” accounting firm or such other accounting firm as is reasonably acceptable to Agent and certified, without any material qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' ’ letter to management. . (b) Together with the above, such Borrower also shall deliver to Agent, with copies to each Lender, Agent such Borrower's ’s Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by such Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Agent relating to the financial condition of such Borrower. . (c) Each month, together with the financial statements provided pursuant to Section 6.3(a), such Borrower shall deliver to Agent, with copies to each Lender Agent a certificate Compliance Certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the consolidated financial condition of such Borrower, (ii) the representations and warranties of such Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating such Borrower is in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21(and demonstrating such compliance in reasonable detail), (iv) in any month in which any principal amount of Indebtedness arising under the Indenture is redeemed, a statement of the principal amount of such Indebtedness redeemed during such month and during the term hereof; and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliancenoncompliance, describing such non-compliance as to which he or she may have knowledge and what action such Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue. (d) Poolmart shall, upon from time to time, not more frequently than once in any year unless an Event of Default has occurred and is continuing, at the request of Agent, written instructions to the Agent cause its independent certified public accountants authorizing them to communicate meet and confer with Agent, in the presence of management of Poolmart, to discuss with Agent and to release to Agent such the Borrowers’ financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretoaffairs.

Financial Statements, Reports, Certificates. Deliver Borrower shall deliver the following to AgentAgent by email to the address specified pursuant to Section 11, with copies and Agent and Lenders shall be entitled to each Lender rely on the information contained therein: (a) as soon as available, but in any event within 45 thirty (30) days after the end of each month during each calendar month, Borrower’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certificated by a Responsible Officer(s) in the form attached hereto as Exhibit C-1; (b) as and when filed with the SEC, a copy of Borrower's fiscal years’s 10-Q (or, if no longer required to be filed with the SEC, within forty-five (45) days after the end of each calendar quarter, Borrower’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported); (c) as and when filed with the SEC, a company prepared balance sheet and income statementcopy of Borrower’s 10-K (or, if no longer required to be filed with the SEC, within one hundred twenty (120) days after the end of Borrower’s fiscal year, audited consolidated financial statements of Borrower in accordance with GAAP, consistently applied), in each case, case together with an unqualified opinion on a consolidated basis, covering Borrower's operations during such periodthe financial statements from ▇▇▇▇▇▇ LLP or another independent certified public accounting firm; (bd) as soon as available, but in any event within 45 thirty (30) days after the end of each quarter during Borrower's ’s fiscal yearsyear, a company prepared an annual operating budget and financial projections (including income statements, balance sheet, income statement, sheets and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (cflow statements) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited presented in a quarterly format, as approved by independent certified public accountants reasonably acceptable the Board (the “Approved Budget”); (e) limited on line viewing access of Borrower’s and Subsidiary’s bank or brokerage statements with respect to Agent those Deposit Accounts or Securities Accounts with ▇▇▇▇▇▇▇ Sachs, which are (x) subject to a Control Agreement and certified(y) represent an aggregate of at least 70% of all funds held in Deposit Accounts or Securities Accounts subject to a Control Agreement; (f) promptly after the same become publicly available, without any qualificationscopies of all periodic and other reports, proxy statements and prospectuses filed by such accountants to have been prepared in accordance the Borrower with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge the SEC and (g) within five (5) days following the release of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and ’s quarterly earnings on Form 8-K Current ReportsK, a copy of all materials that Borrower provides to its Board in connection with its regularly quarterly meeting of the Board, provided, however, that any materials protected from discovery by the attorney-client privilege or the attorney work product privilege, any materials necessary or advisable in the good faith determination of the Board to avoid a conflict of interest between Borrower, on the one hand, and Agent and Lenders, on the other hand, any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, trade secrets or any other information whose disclosure would in the Borrower’s reasonable judgment cause any violation of any applicable Securities Laws or constitute material non-public information may be excluded and (g) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that is provided could result in damages to Borrower or any Subsidiary or fines, penalties or other sanctions by Borrower to its shareholders, and any other report reasonably requested by Governmental Agency exceeding $250,000 (exclusive of claims from Governmental Authorities in the Lender Group relating to ordinary course of the financial condition provision of Borrower’s and its Subsidiaries’ services to Customers), or claims for injunctive or equitable relief or notices from any Governmental Authority threatening to cease any Loan Party’s business operations. Each monthBorrower shall provide Agent with a copy of any Board approved changes to any Approved Budget within five (5) Business Days of such approval. Further, together with the financial statements provided pursuant to Section 6.3(a)during any monthly or periodic phone calls that may occur amongst Borrower and Agent, Borrower shall deliver reasonably endeavor to Agent, provide Agent with copies reasonable information regarding any planned or pending Reseller Acquisitions that are scheduled to each Lender a certificate signed by its chief financial officer to occur in the effect that: immediately following thirty (i30) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members day period regardless of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date proposed acquisition cost of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretoReseller Acquisition.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower that Agent reasonably Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties financial consultants to deliver to Agent, upon Agent's requestFoothill, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding Borrower's business affairs and financial conditions. In addition to the financial statements required to be delivered as set forth above, not later than 30 days prior to the end of each fiscal year of Borrower, Borrower shall deliver to Foothill financial projections (including projected income statements, balance sheets and statements of cash flow, all projected on a monthly basis for the succeeding fiscal year and on an annual basis for each fiscal year thereafter until the termination of this Agreement and in each case prepared on a consolidated and stand alone basis), in form and substance reasonably satisfactory to Foothill; all such financial projections shall be reasonable, shall be prepared on a reasonable basis and in good faith, and shall be based on assumptions believed by Borrower to be reasonable at the time made and from the best information then available to Borrower.

Financial Statements, Reports, Certificates. Deliver to Agent, Agent with copies to each Lender Lender: (a) as soon as available, but in any event within 45 20 days after the end of each month during each of Borrower's Borrowers' fiscal years, a company prepared balance sheet and income statement, in each case, covering the operations of the Parent and its Subsidiaries on a consolidated basis, covering Borrower's operations and consolidating basis during such period; (b) as soon as available, but in any event within 45 days after the end of each fiscal quarter during Borrower's each of Borrowers' fiscal years, a company prepared balance sheet, income statement, and statement statements of cash flows, in each case flows covering the operations of the Parent and its Subsidiaries on a consolidated basis, covering Borrower's operations and consolidating basis during such period; and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's Borrowers' fiscal years, consolidated financial statements of Borrower on a consolidated basis Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with In addition to the above, Borrower Parent also shall deliver to Agent, with copies a copy to each Lender, BorrowerParent's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Parent with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Agent relating to the financial condition of BorrowerParent and its Subsidiaries. Each month, together with the financial statements provided pursuant to Section 6.3(a), Administrative Borrower shall deliver to Agent, with copies to each Lender Agent a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of each Borrower, (ii) the representations and warranties of each Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has Borrowers have taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's Holdings' fiscal years, a company prepared balance sheet and income statement, statement (in each case, on a consolidated and consolidating basis, ) covering Borrower's the operations of Holdings and its Subsidiaries during such period; (b) as soon as available, but in any event within 45 50 days after of the end of each quarter during Borrower's of Holdings' fiscal yearsquarters, a company prepared balance sheet, income statement, and statement of cash flows, flows (in each case case, on a consolidated and, except for such statement of cash flows, a consolidating basis, ) covering Borrower's the operations of Holdings and its Subsidiaries during such period; and (c) as soon as available, but in any event within 90 105 days after the end of each of Borrower's Holdings' fiscal years, financial statements of Borrower (on a consolidated basis and consolidating basis) of Holdings for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Foothill Holdings' Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Holdings with the Securities and Exchange Commission, if any, as soon as within 3 Business Days after the same are filed, or any other information that is provided by Borrower Holdings to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(aSECTION 6.3(A), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) to the best of such officer's knowledge the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section SECTION 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21SECTION 7.20, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issueshall, from time to time, upon the request of AgentFoothill's written request, issue written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower that Agent Foothill may reasonably may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during BorrowerParent's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering BorrowerParent's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrowersuch Parent's fiscal years, financial statements of Borrower on a consolidated basis Parent for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management, and shall be accompanied by a calculation of the Borrowers' Free Cash Flow. In addition to the financial statements referred to above, Parent agrees to deliver financial statements prepared on a consolidating basis so as to present such Parent and each such related entity separately, and on a consolidated basis. Together with the above, Borrower Parent also shall deliver to Agent, with copies to each Lender, BorrowerFoothill such Parent's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Parent with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower Parent to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of Borrowersuch Parent. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower Parent shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of BorrowerParent, (ii) the representations and warranties of Borrower Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower Parent has taken, is taking, or proposes to take with respect thereto). Each Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning such Borrower that Agent reasonably Foothill may request. Each Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at such Borrower's expense, copies of such Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding such Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of (x) each month during each of each Borrower's fiscal years, a company prepared balance sheet and income statement, in and (y) each case, on a consolidated basis, covering Borrower's operations fiscal quarter during such period; (b) as soon as available, but in any event within 45 days after the end each of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basisflow, covering each Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of each Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualificationsqualifications (except that the certification of the financial statements for Ryka for the fiscal year ended December 31, 1997 only shall be permitted to contain a "going concern" qualification if, and only if, such qualification is based on and the result of Ryka's financial projections delivered to Foothill prior to November 20, 1997 and no other factor, event or condition), by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If either or both of Borrowers is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, such Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present such Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower Borrowers also shall deliver to Agent, with copies to each Lender, BorrowerFoothill Holding Company's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Holding Company with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower Holding Company to its shareholders, and each Borrower shall deliver to Foothill any other report reasonably requested by the Lender Group Foothill relating to the financial condition of such Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), each Borrower shall deliver to Agent, with copies to each Lender Foothill a -------------- certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of such Borrower, (ii) the representations and warranties of such Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate ------------ demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date ------------ of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action such Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering such Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of such Borrower's fiscal years, financial statements of Borrower on a consolidated basis Parent for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of DefaultDefault under Sections 7.20 or 7.21. Such audited financial statements shall ------------- ---- include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If such Borrower is a parent company of one or more Subsidiaries or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, such Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present such Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower Parent also shall deliver to Agent, with copies to each Lender, BorrowerFoothill Parent's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Parent with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower Parent to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of BorrowerParent. Each month, together with the financial statements provided pursuant to Section 6.3(a), such Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate Compliance -------------- Certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of such Borrower, (ii) the representations and warranties of such Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating such Borrower is in reasonable detail ------------ compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21(and demonstrating such compliance in reasonable ------------ detail), and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action such Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver such other information relative to such related entity as Foothill reasonably may request and, solely to the extent available, such financing statements on a consolidating basis so as to present Borrower and each such related entity separately. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as within 1 Business Day of the date that the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-non- compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower that Agent reasonably Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding Borrower's business affairs and financial conditions. Each year, together with the financial statements provided pursuant to Section 6.3(b), Borrower shall deliver to Foothill a certificate signed by its chief financial officer specifying, as to each Foreign Subsidiary of Borrower, the amounts of assets and liabilities and stockholder's equity of such Foreign Subsidiary as of the end of the year then ended. Borrower hereby agrees that, in respect of any Foreign Subsidiary whose capitalization has materially improved (in Foothill's reasonable determination) and upon Foothill's reasonable request therefor, Borrower shall execute and deliver to Foothill a supplement to the Pledge Agreement pursuant to which Borrower shall pledge to Foothill all of Borrower's right, title, and interest in and to such Foreign Subsidiary's equity securities (other than the Excluded Foreign Portion) and deliver to Foothill all Negotiable Collateral, if any, in respect of same, unless and to the extent that doing so would, in any material respect, violate applicable law or cause a breach or default under any material contract, agreement, or arrangement binding on such Subsidiary.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Lender: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during BorrowerCCI's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering BorrowerCCI's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of BorrowerCCI's fiscal years, financial statements of Borrower on a consolidated basis CCI and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, BorrowerCCI's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower CCI with the Securities and Exchange CommissionSEC, if any, as soon as the same are filed, or any other information that is provided by Borrower CCI to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of BorrowerBorrower or any other Loan Party. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender -------------- Lender, a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of BorrowerCCI, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to ------------ be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate ------------ to Agent there does not exist exist, to the knowledge of such officer, any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). 50 Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such whatever financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretothereto (except that audit workpapers shall not be required to be delivered unless there has occurred an Event of Default which is continuing), and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during each of the Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-non- compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). In addition to the financial statements required to be delivered as set forth above, not later than 30 days prior to the end of each fiscal year of the Borrower, the Borrower shall issuedeliver to Foothill financial projections (including projected income statements, upon balance sheets and statements of cash flow, all projected on a monthly basis for the request succeeding fiscal year and on an annual basis for each fiscal year thereafter until the termination of Agentthis Agreement and in each case prepared on a consolidated and stand alone basis), written instructions in form and substance reasonably satisfactory to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent Foothill; all such financial projections shall be reasonable, shall be prepared on a reasonable basis and in good faith, and shall be based on assumptions believed by the Borrower to be reasonable at the time made and from the best information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties then available to deliver to Agent, upon Agent's request, at the Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 90 days after the end of the last month of each fiscal year, within 45 days after the end of the last month of each of fiscal quarter (other than the last quarter in any fiscal year) and within 30 days after the end of each month during each fiscal year (other than the last month of Borrower's any fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal yearsquarter), a company prepared balance sheet, income statement, and statement of cash flows, in flow covering each case on a consolidated basis, covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal yearsyear, financial statements of each Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If a Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, such Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present such Borrower and each such related entity separately, and on a consolidated basis; provided however, that such consolidating financial statements are not required to be audited by independent certified public accountants. Together with the above, each Borrower also shall deliver to Agent, with copies to each Lender, Foothill such Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by such Borrower with the Securities and Exchange Commission, if any, as soon as promptly following the same are filedfiling thereof, or any other information that is provided by such Borrower to its shareholders, and any other report previously prepared by such Borrower and reasonably requested by the Lender Group Foothill relating to the financial condition of such Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower Multigraphics shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to quarterly adjustments and year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of each Borrower, (ii) the representations and warranties of each Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is contains the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action the applicable Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver (a) Borrower agrees to deliver to Agent, with copies to each Lender : (ai) as soon as available, but in any event within 45 30 days after the end of each month of the first 2 months of each fiscal quarter during each of Borrower's fiscal years, a company prepared balance sheet years and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter of Borrower's first 3 fiscal quarters during each of Borrower's fiscal years, a company prepared balance sheet, income statement, and cash flow statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (cii) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants of national recognition or otherwise reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow statement, and, if prepared, such accountants' letter to management. Together with If Borrower is a parent company of one or more Subsidiaries or Affiliates, then, in addition to the abovefinancial statements referred to above that are delivered for a month ending a fiscal quarter, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. (b) Borrower also shall deliver to Agent, with copies to each Lender, Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholderswithin one week of such filing, and any other report or information reasonably requested by the Lender Group Agent relating to the Collateral and financial condition of Borrower. Each month, together . (c) Together with the financial statements provided pursuant to Section 6.3(a6.4(a), Borrower shall deliver to Agent, with copies to each Lender Agent a certificate Compliance Certificate signed by its chief financial officer Chief Financial Officer to the effect that: (i) with respect to financial all reports, statements, all financial statements or computer prepared information of any kind or nature delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower except to the senior management of Borrowerextent noted thereon) and fairly present in all material respects the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.;

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 90 days after the end of the last month of each of Borrower's fiscal years, within 45 days after the end of the last month of each of Borrower's fiscal quarters (other than the last quarter in any fiscal year) and within 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; years (b) as soon as available, but in other than the last month of any event within 45 days after the end of each quarter during Borrower's fiscal yearsquarter), a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as promptly following the same are filedfiling thereof, or any other information that is provided by Borrower to its shareholders, and any other report previously prepared by Borrower and reasonably requested by the Lender Group Foothill relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to quarterly adjustments and year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is contains the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower that Agent reasonably Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, auditors or accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding Borrower's business affairs and financial conditions. Foothill shall concurrently notify Borrower of any such request for information made to Borrower's accountants.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender : (a) as soon as available, but in any event within 45 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, and statement of cash flow covering Borrower's operations during such period; and (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 105 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such Subsidiary separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Agent relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Agent a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 7 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217, and (viv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of cooperate with Agent to arrange meetings among Agent, written instructions to its Borrower, and Borrower's independent certified public accountants authorizing them to communicate with Agent and to release to Agent such discuss whatever financial information concerning Borrower that Agent reasonably may request. Except to the extent that Borrower determines in good faith that its accountant/client privilege would reasonably be expected to be waived thereby as a result, Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, if not provided by Borrower, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender : (a) as soon as available, but in any event within 45 30 days after the end of each month during each of such Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; years (b) as soon as available, but in any event within or 45 days after the end of the last month in each quarter during Borrower's fiscal yearsquarter), a company prepared balance sheet, income statement, and and, on a quarterly basis only, a statement of cash flows, in each case on a consolidated basis, flow covering such Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of such Borrower's fiscal years, financial statements of such Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants from a "Big 5" accounting firm or such other accounting firm as is reasonably acceptable to Agent and certified, without any material qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, such Borrower also shall deliver to Agent, with copies to each Lender, Agent such Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by such Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Agent relating to the financial condition of such Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), such Borrower shall deliver to Agent, with copies to each Lender Agent a certificate Compliance Certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the consolidated financial condition of such Borrower, (ii) the representations and warranties of such Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating such ------------ Borrower is in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21(and demonstrating such compliance ------------ in reasonable detail), (iv) in any month in which any principal amount of Indebtedness arising under the Indenture is redeemed, a statement of the principal amount of such Indebtedness redeemed during such month and during the term hereof; and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action such Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issuePoolmart shall, upon from time to time, not more frequently than once in any year unless an Event of Default has occurred and is continuing, at the request of Agent, written instructions to the Agent cause its independent certified public accountants authorizing them to communicate meet and confer with Agent, in the presence of management of Poolmart, to discuss with Agent and to release to Agent such the Borrowers' financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretoaffairs.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Lender: (a) as soon as available, but in any event within 45 days after the end of each month during each of Borrower's Parent’s fiscal years, a company prepared balance sheet , (i) an unaudited consolidated and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared consolidating balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's Parent’s and its Subsidiaries’ operations during such period; and , and (cii) a Compliance Certificate, (b) as soon as available, but in any event within 90 days after the end of each of Borrower's Parent’s fiscal years, , (i) consolidated and consolidating financial statements of Borrower on a consolidated basis Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, (including any (A) ”going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.18 or 8.14), by such accountants to have been prepared in accordance with GAAPGAAP (such audited financial statements to include a balance sheet, together with income statement, and statement of cash flow and, if prepared, such accountants’ letter to management), (ii) a certificate of such accountants addressed to Agent and the Lenders stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include Default under Section 7.18 or 8.14, and (iii) a balance sheetCompliance Certificate, (c) as soon as available, profit but in any event within 30 days prior to the start of each of Parent’s fiscal years, copies of Borrowers’ Projections, in form and loss statement, substance (including as to scope and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver underlying assumptions) satisfactory to Agent, with copies to each Lenderin its Permitted Discretion, for the forthcoming 4 years, year by year, and for the forthcoming fiscal year, quarter by quarter, certified by the chief financial officer of Parent as being such officer’s good faith estimate of the financial performance of Parent and its Subsidiaries during the period covered thereby, (d) if and when filed by any Borrower's , (i) Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reports, and current reports, (ii) any other filings made by any Borrower with the Securities SEC, (iii) copies of Borrowers’ federal income tax returns, and Exchange Commissionany amendments thereto, if anyfiled with the Internal Revenue Service, as soon as the same are filed, or and (iv) any other information that is provided by Borrower Parent to its shareholdersshareholders generally, (e) promptly, but in any event within 5 Business Days after Parent or any Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Borrowers propose to take with respect thereto, (f) promptly, but in any event within 1 Business Day after Parent has knowledge of any event or condition that would result in the obligation of Parent to make a payment to a Subordinated Lender which constitutes Liquidated Damages (as such term is defined in the Subordination Agreement), (g) promptly after the commencement thereof, but in any event within 5 Business Days after the service of process with respect thereto on Parent or any Borrower or any Subsidiary of a Borrower, notice of all actions, suits, or proceedings brought by or against any Borrower or any Subsidiary of a Borrower before any Governmental Authority which, if determined adversely to such Borrower or such Subsidiary, reasonably could be expected to result in a Material Adverse Change, and (h) upon the request of Agent, any other report information reasonably requested by the Lender Group relating to the financial condition of BorrowerParent, Borrowers or their respective Subsidiaries. Each monthIn addition, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members Parent agrees that no Subsidiary of the Lender Group hereunder Parent will have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter year different from that of Borrower, quarter-end adjustments, and provided, further, that, Parent. Borrowers agree to cooperate with respect Agent to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance allow Agent to consult with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its their independent certified public accountants authorizing them if Agent reasonably requests the right to do so and that, in such connection, their independent certified public accountants are authorized to communicate with Agent and to release to Agent such whatever financial information concerning Borrower Borrowers or their Subsidiaries that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of Parent’s fiscal quarters) after the end of each month during each of Borrower's Parent’s fiscal years, , (i) a company company-prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's Parent’s and its Domestic Subsidiaries’ operations during such period; and , (cii) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed on behalf of the Parent by its the chief financial officer or, if the chief financial officer is not available, the chief accounting officer of Parent to the effect that: (i) with respect to financial statements, all : A. the financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, except for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present in all material respects the financial condition of Borrower, (ii) Parent and its Domestic Subsidiaries, B. the representations and warranties of Borrower Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, and except for changes in the ordinary course not otherwise constituting an Event of Default), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent and C. there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has Borrowers have taken, is are taking, or proposes propose to take with respect thereto). , and (iii) for each month that is the date on which a financial covenant in Section 7.18 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.18, (b) as soon as available, but in any event within 45 days after the end of each quarter during each of Parent’s fiscal years, (i) a company-prepared consolidating balance sheet and income statement covering Parent’s and its Domestic Subsidiaries’ operations during such period (the omission of a consolidating cash flow statement from this clause being intentional), (ii) a certificate signed on behalf of the Parent by the chief financial officer or, if the chief financial officer is not available, the chief accounting officer of Parent to the effect that: A. the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Parent and its Domestic Subsidiaries, B. the representations and warranties of Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, and except for changes in the ordinary course not otherwise constituting an Event of Default), and C. there does not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrowers have taken, are taking, or propose to take with respect thereto), (c) as soon as available, but in any event within 90 days after the end of each of Parent’s fiscal years, (i) consolidated financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management), and (ii) a certificate of such accountants addressed to Lender stating that, in the course of performing their audit of the aforedescribed annual financial statements, there did not come to the attention of such accountants the existence of any Default or Event of Default under Section 7.18 with respect to the subject fiscal year, (d) as soon as available, but in any event within 30 days after the start of each of Parent’s fiscal years, copies of Borrowers’ Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Lender, in its Permitted Discretion, for the forthcoming twelve (12) months, month by month, certified by the chief financial officer or chief accounting officer of Parent as being such officer’s good faith best estimate of the financial performance of Parent and its Domestic Subsidiaries during the period covered thereby, (e) if and when (or within five Business Days after) filed by any Borrower, (i) notice of the filing of each Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports (it being contemplated that Lender will obtain the actual filings using Lender’s own resources), (ii) any other filings made by such Borrower shall issuewith the SEC, (iii) copies of Borrowers’ United States federal income tax returns, any Domestic Subsidiary’s United States federal partnership tax reports, and any amendments thereto, filed with the Internal Revenue Service, and (iv) any other information that is provided by Parent to its shareholders generally, (f) if and when (or within five Business Days after) sent or received by any Borrower, copies of any notices, demands, or notices of default from any Borrower to the holders of the Senior Notes or from any holder of the Senior Notes to any Borrower, (g) if and when filed by any Borrower or any Domestic Subsidiary of a Borrower and if requested by Lender, satisfactory evidence of payment of applicable excise taxes in each jurisdiction in which (i) any Borrower or any Domestic Subsidiary of a Borrower conducts business or is required to pay any such excise tax, (ii) any Borrower’s or any Domestic Subsidiary of a Borrower’s failure to pay any such applicable excise tax would result in a Lien on the properties or assets of such Borrower or such Domestic Subsidiary, or (iii) any Borrower’s and any Domestic Subsidiary of a Borrower’s failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change, (h) as soon as a Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Borrowers are taking or propose to take with respect thereto, (i) promptly after the commencement thereof, but in any event within 5 Business Days after the service of process with respect thereto on any Borrower or any Domestic Subsidiary of a Borrower, notice of all actions, suits, or proceedings brought by or against any Borrower or any Domestic Subsidiary of a Borrower before any Governmental Authority which, if determined adversely to such Borrower or such Domestic Subsidiary, reasonably could be expected to result in a Material Adverse Change, and (j) promptly upon the request of AgentLender, written instructions any other report reasonably requested relating to its the financial condition of Borrowers or their Domestic Subsidiaries. In addition to the financial statements referred to above, Borrowers agree to deliver financial statements for the subject dates and periods prepared on both a consolidated and consolidating basis; provided, however, that the monthly financial statements provided pursuant to Section 6.3(a) and the annual, audited financial statements provided pursuant to Section 6.3(c) need be only on a consolidated basis. Parent also agrees that no Domestic Subsidiary of Parent will have a fiscal year different from that of Parent. Borrowers agree to cooperate with Lender to allow Lender to consult with their independent certified public accountants authorizing them if Lender reasonably requests the right to do so and that, in such connection, their independent certified public accountants are authorized to communicate with Agent Lender and to release to Agent such Lender whatever financial information concerning Borrower Borrowers or their Subsidiaries that Agent Lender reasonably may request. Borrower hereby irrevocably authorizes all auditors; provided, accountantshowever, that Borrowers make no assurance with respect to the independent determinations of the accountants as to the nature or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies extent of Borrower's financial statements, papers related theretotheir cooperation.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender (a) Borrower will deliver to Bank: (i) with respect to the end of each of the first three fiscal quarters of Borrower, as soon as available, but in any event within 45 no later than 5 days after the end required due date for filing of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if anysuch Form 10-Q report including all financial statements of Borrower filed therewith; and (ii) with respect to the end of each fiscal year of Borrower, as soon as available, but no later than 5 days after the same are filedrequired due date for the filing of Borrower's Form 10-K with the Securities and Exchange Commission, or any other information that is provided such 10-K report including all financial statements of Borrower filed therewith. (b) Together with and at the time of the delivery of each set of financial statements by Borrower to its shareholdersBank under clause (a) above, and any other report reasonably requested by Borrower will deliver to Bank (i) a completed compliance certificate in the Lender Group relating to form of Exhibit C attached hereto. (c) Within 15 days of the financial condition end of Borrower. Each each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to AgentBank a statement regarding the aggregate amount of cash of Borrower and a specific listing, with copies to each Lender a certificate signed on an account by its chief financial officer to the effect that: (i) with respect to financial statementsaccount basis, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case maturity of unaudited financial statements, for the lack all banking and investment accounts of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months Borrower that are at institutions other than the last month Bank together with the name and address of a fiscal quarter each of Borrower, quarter-end adjustments, and provided, further, thatsuch institutions, with respect to such monthly statements, listing in form and containing such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form information as is provided internally by Borrower acceptable to the senior management of Borrower) and fairly present the financial condition of BorrowerBank in its good faith business judgment, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are all certified to be true and correct in all material respects on and as by a Responsible Officer of the date of such certificate, as though made on and as of such date Borrower. (except to the extent that such representations and warranties relate solely to an earlier date), (iiid) Borrower is not in default with respect to allow Bank to inspect the Collateral during normal business hours and upon reasonable notice to the Borrower relating thereto. (e) Without limitation of any of the foregoing provisions, Borrower shall provide to Bank its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance annual projections at the end of January of each year during the term hereof for such period with the applicable financial covenants contained in Section 7.20 or 7.21year, and (v) on the date of delivery of such certificate which projections shall be acceptable to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretoBank.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of each Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company an internally prepared balance sheet, income statement, and statement of cash flows, in flow covering each case on a consolidated basis, covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of each Borrower's fiscal years, financial statements of each Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If a Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, such Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present such Borrower and each such related entity separately, and on a consolidated basis. Together with the above, each Borrower also shall deliver to Agent, with copies to each Lender, Foothill such Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by such Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by such Borrower to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of such Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower EMS shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of each Borrower, (ii) the representations and warranties of each Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section Sections 7.20 or and 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section Sections 7.20 or and 7.21, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-non- compliance as to which he or she may have knowledge and what action Borrower has Borrowers have taken, is are taking, or proposes propose to take with respect thereto). Each Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning such Borrower that Agent reasonably Foothill may request. Such Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at such Borrower's expense, copies of such Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding such Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver Borrower agrees to deliver to Agent, with copies to each Lender : (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within or 45 days after the end of fiscal quarter) during each quarter during of Borrower's fiscal years, a company prepared balance sheet, income statement, and cash flow statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal yearsFiscal Years, financial statements of Borrower on a consolidated basis for each such fiscal yearFiscal Year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any going concern or other material qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event failure of DefaultBorrower to comply with SECTION 7.20. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow statement, and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Lenders Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, 42 if any, as soon as the same are filed, or any other information that is provided by Borrower to its public shareholders, and any other report reasonably requested by the Lender Group Agent relating to the Collateral and financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(aSECTION 6.2(a), Borrower shall deliver to Agent, with copies to each Lender Agent a certificate signed by its chief financial officer to the effect that: (i) with respect to financial all reports, statements, all financial statements or computer prepared information of any kind or nature delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, ; (ii) Borrower is in timely compliance with all of its covenants and agreements hereunder; (iii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, ; and (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or an Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv)each case, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issuedeliver to Agent its Business Plan for the fiscal year commencing on or about February 1, upon 2004 on or before March 31, 2004, and for the request of Agentfiscal year commencing on or about February 1, 2005 on or before March 31, 2005. Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such whatever financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding the Collateral or the financial condition of Borrower.

Financial Statements, Reports, Certificates. Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to each Lender (a) Agent: as soon as available, but in any event within 30 days (45 days in the case of a fiscal month that is the end of one of Parent’s fiscal quarters) after the end of each fiscal month during each of Borrower's Parent’s fiscal years, a company prepared balance sheet (a) an unaudited consolidated and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared consolidating balance sheet, income statement, statement of cash flow, and statement of cash flows, in each case on a consolidated basis, shareholder’s equity covering Borrower's Parent’s and its Subsidiaries’ operations during such period; period and compared to the plan, and (cb) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at the Fixed Charge Coverage Ratio (regardless of whether the Fixed Charge Coverage Ratio is then required to be tested under Section 7 of the Agreement). as soon as available, but in any event within 90 days after the end of each of Borrower's Parent’s fiscal years, (c) consolidated and consolidating financial statements of Borrower on a consolidated basis Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualificationsqualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7 of the Agreement), by such accountants to have been prepared in accordance with GAAP, together with a certificate of GAAP (such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall to include a balance sheet, profit and loss income statement, statement of cash flow, and statement of cash flow shareholder’s equity, and, if prepared, such accountants' ’ letter to management. Together ), and (d) a Compliance Certificate along with the aboveunderlying calculations, Borrower also shall deliver including the calculations to arrive at the Fixed Charge Coverage Ratio (regardless of whether the Fixed Charge Coverage Ratio is then required to be tested under Section 7 of the Agreement). as soon as available, but in any event within 30 days prior to the start of each of Parent’s fiscal years, (e) copies of the Loan Parties’ Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, with copies to each Lenderin its Permitted Discretion, Borrower's for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer of Parent as being such officer’s good faith estimate of the financial performance of the Loan Parties during the period covered thereby. if and when filed by Parent, (f) Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reportscurrent reports, and (g) any other filings made by Borrower Parent with the Securities SEC, and Exchange Commission, if any, as soon as the same are filed, or (h) any other information that is provided by Borrower Parent to its shareholdersshareholders generally. promptly, but in any event within 5 days after any Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, (i) notice of such event or condition and a statement of the curative action that Borrowers propose to take with respect thereto. promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Parent or any of its Subsidiaries, (j) notice of all actions, suits, or proceedings brought by or against Parent or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Effect. upon the request of Agent, (k) any other report information reasonably requested by the Lender Group relating to the financial condition of BorrowerParent or its Subsidiaries. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused Information required to be delivered pursuant to any clauses (a) (as to fiscal quarters only), (b), (f), (g) and (h) shall be deemed to have been delivered if such information, or one or more members annual, quarterly or other reports containing such information, shall have been posted on Parent’s website on the internet (currently h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇) or by Agent on SyndTrak or a similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at h▇▇▇://▇▇▇.▇▇▇.▇▇▇; provided that Parent shall deliver paper copies of such information to Agent or any Lender Group hereunder that reasonably requests such delivery; and provided further that such information shall only be deemed to have been prepared in accordance with GAAP delivered when posted on any such website upon notification by Parent to Agent of such posting (exceptwhich notification, in notwithstanding the case terms of unaudited financial statementsSection 11 of the Agreement, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified given by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management electronic mail without requirement of Borrower) and fairly present the financial condition Parent’s receipt of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to acknowledgment from Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect theretodelivery). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, and statement of cash flow covering Borrower's operations during such period; and (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 120 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower that Agent reasonably Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver Borrower agrees to Agent, with copies deliver to each Lender Foothill: (a) with such frequency as soon as availableFoothill may require, but in any event within 45 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; fifty (b50) as soon as available, but in any event within 45 days after the end of each quarter during each of Borrower's fiscal years, a company prepared balance sheet, income statement, and cash flow statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 one hundred (100) days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default event or condition constituting an Event of Default, or that would, with the passage of time or the giving of notice, constitute an Event of Default. Such audited financial statements shall include a consolidated and consolidating balance sheet, sheet and profit and loss statement, and statement of a consolidated cash flow statement, and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, other than Forms 3, 4, and 5 under Section 16 of the Securities Act of 1933, as amended, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the Collateral, the Real Property, or the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender (a) Borrower shall deliver to Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as Bank may reasonably request from time to time. (i) As soon as available, but in any event within twenty-five (25) days after the end of each calendar month, Borrower shall deliver to Bank an unaudited consolidated balance sheet and a statement of income, cash flow and retained earnings prepared in accordance with GAAP, consistently applied, covering Borrower’s consolidated operations during such period, in a form acceptable to Bank. (ii) Beginning with the fiscal year ending December 31, 2006, as soon as available, but in any event within 45 one hundred twenty (120) days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such ’s fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to AgentBank audited consolidated financial statements of Borrower prepared by an approved CPA. (b) Within twenty-five (25) days after the last day of each month so long as any amounts remain outstanding under the Revolving Facility, with copies and within ten (10) days prior to each Lender any borrowing under the Revolving Facility, Borrower shall deliver to Bank a certificate Borrowing Base Certificate dated and signed by its chief financial officer a Responsible Officer, together with an Accounts Receivable aging report, each in form acceptable to Bank. (c) Within thirty (30) days after the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members beginning of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a each fiscal quarter year of Borrower, quarter-end adjustmentsBorrower shall deliver to Bank a detailed annual budget, and provided, further, that, with respect Borrower shall notify Bank of each material change to or deviation from such monthly statements, budget within five (5) Business Days after Borrower’s board of directors has approved such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, change or deviation. (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iiid) Borrower is not in default with respect shall provide such additional statements and information as Bank may from time to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (ortime request, in the case of clauses (i), (ii), (iii), or (iv), form reasonably acceptable to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretoBank.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end last month of each quarter calendar quarter) during each of Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's the fiscal yearsyears of Borrower and the Parent Company, (i) consolidated and consolidating financial statements of Borrower on a consolidated basis the Parent Company for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default, and (ii) unaudited consolidated financial statements of Borrower for each such fiscal year, together with a certificate of the chief financial officer of Borrower addressed to Foothill stating that such officer does not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with If Borrower is a parent company of one or more Subsidiaries, or is a Subsidiary of another company, then, in addition to the financial statements referred to above, Borrower also shall agrees to deliver unaudited financial statements prepared on a consolidating basis so as to Agent, with copies to present Borrower and each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reportssuch related entity separately, and Form 8-K Current Reports, and any other filings made by Borrower with on a consolidated basis. Within the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each monthtimes required in Section 6.3(a), together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month quarter that also is the date on which a financial covenant in Section SECTION 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21SECTION 7.20, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower that Agent reasonably Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill, in its Permitted Discretion, any information they may have regarding Borrower's financial transactions and financial condition (except any information or documentation which is protected from disclosure to Foothill by the attorney-client privilege or the disclosure of which would violate securities laws pertaining to the securities of the Parent Company).

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender (a) Borrower will deliver to Bank: (i) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the SEC; (ii) on the Closing Date and within thirty (30) days of the end of each of the Borrower's fiscal years, a copy of the quarterly projections of the Borrower for the then current fiscal year approved by the Borrower's Board of Directors; (iii) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (iv) budgets, sales projections, operating plans or other financial information Bank reasonably requests; and (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark or knowledge of an event that materially adversely affects the value of the Intellectual Property. Notwithstanding anything provided herein or in any Loan Document to the contrary, at all times in which Borrower shall fail to maintain (i) Liquidity equal or greater to two and one half (2.5) times the outstanding Obligations, or (ii) six (6) months Remaining Months Liquidity, based on the quarterly financial statements to be provided to Bank pursuant to Section 6.2(a)(i) above, Borrower shall deliver to Bank as soon as available, but in any event within 45 no later than thirty (30) days after the end of each month during each of Borrower's fiscal yearsmonth, a company prepared consolidated balance sheet and income statement, in each case, on a consolidated basis, statement covering Borrower's consolidated operations during such period; (bthe period in a form acceptable to Bank, accompanied by the Compliance Certificate described in Section 6.2(b) and the financial covenants set forth in Section 6.7 shall be measured as soon as available, but in any event within 45 days after of the end of each quarter month during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during any such period; and . (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower All reports on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly ReportsK, Form 10-K Annual Reports, Q and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to Bank pursuant to Section 6.2(a) above shall be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified accompanied by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes signed by a Default or Event of Default (or, Responsible Officer in the case form of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.Exhibit D.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of Borrower’s fiscal quarters) after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; Fiscal Year, (bi) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared an unaudited balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's ’s and its Subsidiaries’ operations during such period; and , and (cii) a Compliance Certificate, (b) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, Fiscal Year, (i) financial statements of Borrower on a consolidated basis and its Subsidiaries for each such fiscal yearFiscal Year, audited by independent certified public accountants reasonably acceptable to Agent Lender and certified, without any qualificationsqualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.19), by such accountants to have been prepared in accordance with GAAP, together with a certificate of GAAP (such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall to include a balance sheet, profit and loss income statement, and statement of cash flow and, if prepared, such accountants' ’ letter to management. Together with ), (ii) a certificate of such accountants addressed to Lender stating that such accountants do not have actual knowledge of the aboveexistence of any Default or Event of Default under Section 7.19, (iii) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow covering Parent’s and its Subsidiaries’ (other than Borrower also shall deliver and its Subsidiaries) operations during such period, and (iv) a Compliance Certificate, (c) as soon as available, but in any event within 30 days prior to Agentthe start of each Fiscal Year, with copies of the Projections, in form and substance (including as to each scope and underlying assumptions) satisfactory to Lender, Borrower's in its Permitted Discretion, for the forthcoming Fiscal Year, month by month, certified by the chief financial officer of Borrower as being such officer’s good faith best estimate of the financial performance of Borrower and its Subsidiaries during the period covered thereby, (d) if and when filed by any Loan Party, (i) Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reports, and current reports, (ii) any other filings made by Borrower any Loan Party with the Securities SEC, (iii) copies of each Loan Party’s federal income tax returns, and Exchange Commissionany amendments thereto, if anyfiled with the Internal Revenue Service, as soon as the same are filed, or and (iv) any other information that is provided by Borrower any Loan Party to its shareholdersshareholders generally, (e) promptly, but in any event within 5 Business Days after any Loan Party has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that the Loan Parties propose to take with respect thereto, (f) promptly after the commencement thereof, but in any event within 5 Business Days after the service of process with respect thereto on any Loan Party or any Subsidiary of a Loan Party, notice of all actions, suits, or proceedings brought by or against any Loan Party or any Subsidiary of a Loan Party before any Governmental Authority which would be reasonably likely to result in a Material Adverse Change, (i) promptly and in any event (A) within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know (but for the ESOP, only with respect to any event, transaction or condition that occurs or exists after the Closing Date) that any Termination Event with respect to any Plan has occurred, or (B) within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the IRC or the equivalent provision under any federal, state, local or foreign counterparts or equivalents thereof with respect to a Plan, a statement of an Authorized Person setting forth the details of such occurrence and the action, if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (ii) promptly and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, (iii) promptly and in any event within 10 days after the filing thereof with the Internal Revenue Service, if requested by Lender, copies of each Schedule B (Actuarial Information) or the federal, state, local or foreign equivalent thereof to the annual report (Form 5500 Series) or the federal, state, local or foreign equivalent thereof with respect to each Plan and Multiemployer Plan, (iv) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the IRC or the equivalent provision under any federal, state, local or foreign counterparts or equivalents thereof has not been made when due with respect to a Plan, (v) promptly and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or the equivalent provision under any federal, state, local or foreign counterparts or equivalents thereof or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA or the equivalent provision under any federal, state, local or foreign counterparts or equivalents thereof, (vi) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by any Loan Party or any ERISA Affiliate thereof, and (vii) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate receives from a Governmental Authority written notification that it has determined, or any Loan Party or any ERISA Affiliate becomes aware that a complaint is filed with a court of competent jurisdiction alleging, that a breach of fiduciary duty under ERISA or a prohibited transaction under ERISA and/or the IRC may have or has occurred in connection with the ESOP and/or with the LDH Acquisition, copies of any notification received or notice of any complaint, (h) as soon as possible and in any event within 3 Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with any Material Contract, (i) promptly after receipt or delivery thereof, copies of each material notice, demand, statement, certificate, report or other communication or document delivered in connection with (i) the LDH Purchase Documents or the LDH Acquisition and (ii) the Ground Lease, including, without limitation, with respect to the purchase option, (j) promptly after receipt or delivery thereof copies of each material notice, demand, statement, certificate, report or other communication or document delivered in connection with the Senior Note Documents or the Floor Plan Financing Documents, and (k) upon the request of Lender, any other report information reasonably requested by the Lender Group relating to the financial condition of Parent or its Subsidiaries. In addition, Borrower agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Each month, together Borrower also agrees to cooperate with the financial statements provided pursuant Lender to Section 6.3(a), Borrower shall deliver allow Lender to Agent, consult with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them if Lender reasonably requests the right to do so and that, in such connection, its independent certified public accountants are authorized to communicate with Agent Lender and to release to Agent such whatever financial information concerning Borrower Parent or its Subsidiaries that Agent Lender reasonably may request, subject to the terms and conditions set forth in Section 16.8. Borrower hereby irrevocably authorizes all auditors, accountants, waives the right to assert any confidential relationship it may have with any accounting firm or other third parties service bureau in connection with any information requested by Lender pursuant to deliver or in accordance with this Agreement and agrees that Lender may contact directly any such accounting firm or service bureau in order to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretoobtain such information.

Financial Statements, Reports, Certificates. (a) Deliver to Agent, with copies to each Lender Foothill: (ai) as soon as available, but in any event within 45 forty-five (45) days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, and statement of cash flow covering Borrower's operations during such period; (bii) as soon as available, but in any event within 45 forty-five (45) days after the end of each quarter during fiscal year of Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (ciii) as soon as available, but in any event within 90 ninety (90) days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. (b) Together with the above, if Borrower becomes a public corporation, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of Borrower. , and if Parent becomes a public corporation, Borrower shall also deliver to Foothill each of the above- referenced reports of, and filings made by, Parent. (c) Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate -------------- signed by its chief financial officer to the effect stating that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), ) or (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). . (d) Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower that Agent reasonably Foothill may requestrequest and that is in such accountant's possession, custody or control. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding Borrower's business affairs and financial conditions. In all cases, Foothill shall request that Borrower obtain and provide such information to Foothill and give Borrower a reasonable opportunity to so provide same and only if the requested information is not so provided shall Foothill request such information directly from such auditors, accountants or other third parties.

Financial Statements, Reports, Certificates. Deliver Borrower agrees to Agent, with copies deliver to each Lender Foothill: (a) as soon as available, but in any event within 45 thirty (30) days after the end of each month Fiscal Month during each of Borrower's fiscal years, except within forty five (45) days after the end of each fiscal quarter, a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, and cash flow statement covering Borrower's operations during such period; and (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and ninety (c90) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default event or condition constituting an Event of Default, or that would, with the passage of time or the giving of notice, constitute an Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow statement, and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more subsidiaries, or Affiliates, or is a subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the Collateral, or the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver Borrower agrees to Agent, with copies deliver to each Lender Foothill: (a) as soon as available, but in any event within 45 thirty (30) days after the end of each month during each of Borrower's ’s fiscal yearsyears (except for those months that are the end of a fiscal quarter, in which case Borrower shall deliver such information to Foothill within forty-five (45) days after the end of such month), a company prepared balance sheet and sheet, income statement, and, in each casethe case of quarter-end statements, on a consolidated basis, cash flow statement covering Borrower's ’s and its Subsidiaries’ operations during such period; and (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and ninety (c90) as soon as available, but in any event within 90 days after the end of each of Borrower's ’s fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow statement and, if prepared, such accountants' ’ letter to management. Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each consolidated entity separately. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's ’s Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other material filings made by Borrower or its Subsidiaries with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the Collateral, or the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by and its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretoSubsidiaries.

Financial Statements, Reports, Certificates. Deliver to Agent each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent: as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of Parent’s fiscal quarters) after the end of each fiscal month during each of Parent’s fiscal years, (a) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow covering Parent’s and its Subsidiaries’ operations during such period and compared, in the case of such balance sheet, to the end of the prior fiscal year, and in the case of such statements of income and cash flow, to the prior year period and plan and (b) a Compliance Certificate attaching (i) the financial statements described in clause (a) above, (ii) the Excess Availability Calculation, the Leverage Ratio Calculation, the calculation of Fixed Charge Coverage Ratio and the calculation of Adjusted EBITDA, each in form and containing sufficient detail satisfactory to Agent, (iii) a schedule of all Hedge Agreements entered into by Parent or any of its Subsidiaries with copies any Lender and/or any Affiliates of any Lender, which schedule shall show whether such Hedge Agreement is secured pursuant to each Lender (a) any of the Loan Documents. as soon as available, but in any event within 45 days after the end of each month fiscal quarter during each of Borrower's Parent’s fiscal years, a company prepared balance sheet (c) an unaudited consolidated and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared consolidating balance sheet, income statement, statement of cash flow, and statement of cash flows, in each case on a consolidated basis, shareholder’s equity covering Borrower's Parent’s and its Subsidiaries’ operations during such period; , and compared to the prior year period and plan, together with a corresponding discussion and analysis of results from management and (cd) a Compliance Certificate attaching (i) the financial statements described in clause (a) above, (ii) the Excess Availability Calculation, the Leverage Ratio Calculation, the calculation of Fixed Charge Coverage Ratio and the calculation of Adjusted EBITDA, each in form and containing sufficient detail satisfactory to Agent, (iii) a schedule of all Hedge Agreements entered into by Parent or any of its Subsidiaries with any Lender and/or any Affiliates of any Lender, which schedule shall show whether such Hedge Agreement is secured pursuant to any of the Loan Documents. as soon as available, but in any event within 90 days after the end of each of Borrower's Parent’s fiscal years, (e) consolidated and consolidating financial statements of Borrower on a consolidated basis Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualificationsqualifications (including any (A) “going concern” or like qualification or exception or (B) qualification or exception as to the scope of such audit, by such accountants to have been prepared in accordance with GAAP, together with a certificate of GAAP (such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall to include a balance sheet, profit and loss income statement, statement of cash flow, and statement of cash flow shareholder’s equity and, if prepared, such accountants' ’ letter to management. Together ), and (f) a Compliance Certificate attaching (i) the financial statements described in clause (c) above, (ii) supplemental Schedules in accordance with the aboveCredit Agreement, Borrower also shall deliver (iii) the Excess Availability Calculation, the Leverage Ratio Calculation, the calculation of Fixed Charge Coverage Ratio and the calculation of Adjusted EBITDA, each in form and containing sufficient detail satisfactory to Agent, and (iv) a schedule of all Hedge Agreements entered into by Parent or any of its Subsidiaries with copies to each any Lender and/or any Affiliates of any Lender, Borrower's which schedule shall show whether such Hedge Agreement is secured pursuant to any of the Loan Documents. as soon as available, but in any event within 45 days after the start of each of Parent’s fiscal years, (g) copies of Parent’s Projections, in form and containing sufficient detail (including as to scope and underlying assumptions, subject to the qualifications in Section 4.16 of the Agreement) reasonably satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer of Parent as being the good faith estimate of the financial performance of Parent and its consolidated Subsidiaries during the period covered thereby. if and when filed by Parent, (h) Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reportscurrent reports, and (i) any other material filings made by Borrower Parent with the Securities SEC, and Exchange Commission, if any, as soon as the same are filed, or (j) any other material information that is provided by Borrower Parent to its shareholdersshareholders generally. (It is understood and agreed that in the event Agent, and any other report reasonably requested by after the Lender Group relating to the financial condition Closing Date, notifies Parent that electronic delivery of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(aitems (h), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect and (j) is acceptable, then such electronic delivery shall be deemed to financial statements, all financial statements delivered or caused to be delivered to any one or more members satisfy the requirements of the Lender Group hereunder have been prepared in accordance with GAAP items (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier dateh), (iiii) Borrower is not in default and (j).) Concurrently with respect the filing of Parent’s Form 10-Q quarterly report and Form 10-K annual report, (k) a list of any Material Contracts entered into by a Loan Party since the most recent such filing. promptly after being furnished or received, (l) copies of all notices, reports, certificates and other information furnished to or received from any of the holders of the Secured Notes, or any other trustee, agent or representative of such holders (including any notices or other documents relating to any default or potential default thereunder, but in any event excluding routine notices, reports and certificates of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (ian administrative nature), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.and

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, (i) summary financial information showing revenues, expenses, payables, and receivables for Borrower on a consolidated basis for such month, or (ii) upon the request of Foothill and in lieu of such information, a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, and statement of cash flow covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during of Borrower's fiscal yearsquarters, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualificationsqualifications other than the Specified Qualification, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Inasmuch as Borrower is a parent company of one or more Subsidiaries, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of Borrower. Each month, together with the financial materials or financial statements provided pursuant to Section 6.3(a) or Section 6.3(b), Borrower shall -------------- -------------- deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, ) and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such all financial materials or financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate ------------ demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, (iv) a certificate of ------------ the chief accounting officer of Borrower stating, to the best of such officer's knowledge based on available information, that, as of the end of such month, measured on a trailing ninety (90) day basis, the total revenues of the Company were not materially less than Thirty Two Million Dollars ($32,000,000), and (v) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon and shall cause each of the request of AgentGuarantors to issue, written instructions to its their independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower the Obligors that Agent reasonably Foothill may request. Borrower hereby irrevocably authorizes and directs, and shall cause each Guarantor to irrevocably authorize and direct, all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's the Obligors' expense, copies of Borrower's the Obligors' financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding the Obligors' business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver (a) Borrower agrees to deliver to Agent, with copies to each Lender : (ai) as soon as available, but in any event within 45 days after the end of each month of the first eleven (11) months during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and cash flow statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (cii) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants of national recognition or otherwise reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow statement, and, if prepared, such accountants' letter to management. Together with If Borrower is a parent company of one or more Subsidiaries or Affiliates, then, in addition to the abovefinancial statements referred to above that are delivered for a month ending a fiscal quarter, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. (b) Borrower also shall deliver to Agent, with copies to each Lender, Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholderswithin one week of such filing, and any other report or information reasonably requested by the Lender Group Agent relating to the Collateral and financial condition of Borrower. . (c) Each month, together with the financial statements provided pursuant to Section 6.3(a6.4(a), Borrower shall deliver to Agent, with copies to each Lender Agent a certificate Compliance Certificate signed by its chief financial officer Chief Financial Officer to the effect that: (i) with respect to financial all reports, statements, all financial statements or computer prepared information of any kind or nature delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower except to the senior management of Borrowerextent noted thereon) and fairly present in all material respects the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.;

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Lender: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, and statement of cash flow covering Borrower's operations during such period, on a consolidated and consolidating basis (PROVIDED, that in the case of the monthly financial statements for the last month of each of Borrower's fiscal quarters, Borrower may satisfy the requirements of this clause (a) by its delivery of drafts of such financial statements within the aforesaid 30-day period, which shall be superseded by the quarterly financial statements included in Borrower's Form 10-Q Quarterly Reports provided pursuant to the next paragraph of this SECTION 6.3 or the annual financial statements provided pursuant to clause (b) of this paragraph, as applicable); and (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 95 days after the end of each of Borrower's fiscal years, financial statements of Borrower Borrower, on a consolidated basis and consolidating basis, for each such fiscal year, audited (in the case of the consolidated financial statements only) by independent certified public accountants reasonably acceptable to Agent and certifiedcertified (in the case of the consolidated financial statements only), without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange CommissionSEC, if any, as soon as within 5 days after the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each monthmonth (other than (1) the last month of each of Borrower's first three fiscal quarters, in which case the certificate shall be provided together with the Form 10-Q Quarterly Reports provided pursuant to the immediately preceding paragraph of this SECTION 6.3, and (2) the last month of Borrower's fourth fiscal quarter, in which case the certificate shall be provided with the delivery of the annual audited financial statements), together with the financial statements provided pursuant to Section 6.3(a)clause (a) of this SECTION 6.3, Borrower shall deliver to Agent, with copies to each Lender Lender, a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, on a consolidated and consolidating basis, (ii) the representations and warranties of Borrower each Company contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section SECTION 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21SECTION 7.20, and (viv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such whatever financial information concerning Borrower each Company that Agent reasonably may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding each Company's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent: as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of Parent’s fiscal quarters) after the end of each fiscal month during each of Parent’s fiscal years, (a) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow covering Parent’s and its Subsidiaries’ operations during such period and compared, in the case of such balance sheet, to the end of the prior fiscal year, and in the case of such statements of income and cash flow, to the prior year period and plan and (b) a Compliance Certificate attaching (i) the financial statements described in clause (a) above, (ii) the Excess Availability Calculation, the Leverage Ratio Calculation, the calculation of Fixed Charge Coverage Ratio and the calculation of Adjusted EBITDA, each in form and containing sufficient detail satisfactory to Agent, (iii) a schedule of all Hedge Agreements entered into by Parent or any of its Subsidiaries with copies any Lender and/or any Affiliates of any Lender, which schedule shall show whether such Hedge Agreement is secured pursuant to each Lender (a) any of the Loan Documents. as soon as available, but in any event within 45 days after the end of each month fiscal quarter during each of Borrower's Parent’s fiscal years, a company prepared balance sheet (c) an unaudited consolidated and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared consolidating balance sheet, income statement, statement of cash flow, and statement of cash flows, in each case on a consolidated basis, shareholder’s equity covering Borrower's Parent’s and its Subsidiaries’ operations during such period; , and compared to the prior year period and plan, together with a corresponding discussion and analysis of results from management and (cd) a Compliance Certificate attaching (i) the financial statements described in clause (a) above, (ii) the Excess Availability Calculation, the Leverage Ratio Calculation, the calculation of Fixed Charge Coverage Ratio and the calculation of Adjusted EBITDA, each in form and containing sufficient detail satisfactory to Agent, (iii) a schedule of all Hedge Agreements entered into by Parent or any of its Subsidiaries with any Lender and/or any Affiliates of any Lender, which schedule shall show whether such Hedge Agreement is secured pursuant to any of the Loan Documents. as soon as available, but in any event within 90 days after the end of each of Borrower's Parent’s fiscal years, (e) consolidated and consolidating financial statements of Borrower on a consolidated basis Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualificationsqualifications (including any (A) “going concern” or like qualification or exception or (B) qualification or exception as to the scope of such audit, by such accountants to have been prepared in accordance with GAAP, together with a certificate of GAAP (such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall to include a balance sheet, profit and loss income statement, statement of cash flow, and statement of cash flow shareholder’s equity and, if prepared, such accountants' ’ letter to management. Together ), and (f) a Compliance Certificate attaching (i) the financial statements described in clause (c) above, (ii) supplemental Schedules in accordance with the aboveCredit Agreement, Borrower also shall deliver (iii) the Excess Availability Calculation, the Leverage Ratio Calculation, the calculation of Fixed Charge Coverage Ratio and the calculation of Adjusted EBITDA, each in form and containing sufficient detail satisfactory to Agent, and (iv) a schedule of all Hedge Agreements entered into by Parent or any of its Subsidiaries with copies to each any Lender and/or any Affiliates of any Lender, Borrower's which schedule shall show whether such Hedge Agreement is secured pursuant to any of the Loan Documents. as soon as available, but in any event within 45 days after the start of each of Parent’s fiscal years, (g) copies of Parent’s Projections, in form and containing sufficient detail (including as to scope and underlying assumptions, subject to the qualifications in Section 4.16 of the Agreement) reasonably satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer of Parent as being the good faith estimate of the financial performance of Parent and its consolidated Subsidiaries during the period covered thereby. if and when filed by Parent, (h) Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reportscurrent reports, and (i) any other material filings made by Borrower Parent with the Securities SEC, and Exchange Commission, if any, as soon as the same are filed, or (j) any other material information that is provided by Borrower Parent to its shareholdersshareholders generally. (It is understood and agreed that in the event Agent, after the Closing Date, notifies Parent that electronic delivery of items (h), (i) and (j) is acceptable, then such electronic delivery shall be deemed to satisfy the requirements of items (h), (i) and (j).) Concurrently with the filing of Parent’s Form 10-Q quarterly report and Form 10-K annual report, (k) a list of any Material Contracts entered into by a Loan Party since the most recent such filing. promptly after being furnished or received, (l) copies of all notices, reports, certificates and other information furnished to or received from any of the holders of the Secured Notes, or any other trustee, agent or representative of such holders (including any notices or other documents relating to any default or potential default thereunder, but in any event excluding routine notices, reports and certificates of an administrative nature), and (m) a copy of the annual citizenship affidavit required to be submitted to MARAD. At such time as, and to the extent required by, or delivered to, the trustee under the Secured Notes, (n) copies of any possessory Collateral constituting Notes Priority Collateral, and (o) Additional Documents, substantially similar to those Additional Documents (other than with respect to the Collateral identified in clause (n) above) to the collateral agent under the Secured Notes, in favor of Agent to ensure that the ABL Collateral (as defined in the Intercreditor Agreement) and the Notes Collateral (as defined in the Intercreditor Agreement) are identical to the extent required by the Intercreditor Agreement. Promptly after execution thereof, (p) any settlement or plea agreement or similar arrangement providing for aggregate payments in excess of $5,000,000 per calendar year. promptly, but in any event within 5 days after Parent or Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, (q) notice of such event or condition and a statement of the curative action that Parent or Borrower proposes to take with respect thereto. promptly after the commencement thereof, but in any event within 5 Business Days after the service of process with respect thereto on Parent or any of its Subsidiaries, (r) notice of all actions, suits, or proceedings brought by or against Parent or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Change. on or before 5 Business Days (or such shorter period as Agent may agree) prior to the date of any Specified Event utilizing any basket amount available as a result of satisfaction of the Specified Condition, (s) Parent shall provide Agent a certificate of a Responsible Officer, along with reasonably detailed calculations (calculated on a pro forma basis after giving effect to such Specified Event), certifying compliance with each of the conditions set forth in the definition of “Specified Condition”. upon the request of Agent, (t) any other report information reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by Parent or its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretoSubsidiaries.

Financial Statements, Reports, Certificates. Deliver Borrower shall deliver to Agent, with copies to each Lender Bank: (a) as soon as available, but in any event within 45 25 days after the end of each month during each of Borrower's fiscal yearscalendar month, a company prepared consolidated balance sheet and income statement, in each case, on a consolidated basis, statement covering Borrower's consolidated operations during such periodperiod and year to date, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (b) as soon as availablewithin five (5) days after their being filed with the SEC, but in any event within 45 95 days after the end of Borrower's fiscal year, Borrower's Form 10-K which shall include audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (c) within five (5) days after their being filed with the SEC, but in any event within fifty (50) days after the end of each fiscal quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower 10(Q); (d) within fifteen (15) days after their being filed with the Securities and Exchange Commission, if any, as soon as the same are filed, SEC or any other information that is provided regulatory agency, a copy of all documents filed with the SEC or such other regulatory agency; (e) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its shareholderssecurity holders or to any holders of Subordinated Debt; (f) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $50,000 or more; (g) such budgets, sales projections, operating plans and other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (h) within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower's Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and any other report reasonably requested C of the Intellectual Property Security Agreement delivered to Bank by the Lender Group relating to the financial condition of Borrower. Each month, together Borrower in connection with the financial statements provided pursuant to Section 6.3(a)this Agreement. (a) On a bi-weekly basis and with each request for an Advance, Borrower shall deliver to Agent, with copies to each Lender Bank a certificate Borrowing Base Certificate signed by its chief financial officer a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings of accounts receivable and accounts payable. (b) Within 25 days after the last day of each month, Borrower shall deliver to Bank with the effect that: (i) with respect to financial statements, all monthly financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating signed by a Responsible Officer in reasonable detail compliance at substantially the end form of such period with Exhibit E hereto. (c) As soon as possible and in any event within three calendar days after becoming aware of the applicable financial covenants contained in Section 7.20 occurrence or 7.21, and (v) on the date existence of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or an Event of Default (orhereunder, in a written statement of a Responsible Officer setting forth details of the case Event of clauses (i)Default, (ii), (iii), or (iv), to and the extent of any non-compliance, describing such non-compliance as to action which he or she may have knowledge and what action Borrower has taken, is taking, taken or proposes to take with respect thereto). Borrower . (d) Bank shall issue, upon the request of Agent, written instructions have a right from time to its independent certified public accountants authorizing them time hereafter to communicate with Agent audit Borrower's Accounts and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, appraise Collateral at Borrower's expense, copies provided that such audits will be conducted no more often than every 6 months unless an Event of Borrower's financial statements, papers related theretoDefault has occurred and is continuing.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender : (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualificationsqualifications (except to the extent the accountants may qualify their certification concerning the January 31, 1998 statements by reason of the impact or potential impact of Borrower's Chapter 11 case), by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver unconsolidated financial statements as to each Guarantor or Affiliate, and consolidated financial statements as to Borrower, Affiliates and Guarantors. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Agent relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to this Section 6.3(a)6.3, Borrower shall deliver to Agent, with copies to each Lender Agent a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 Sections 7.20, 7.21, 7.22 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or Sections 7.20, 7.21, 7.22, and (viv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses clause (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, and shall cause each Guarantor to have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such whatever financial information concerning Borrower or Guarantor that Agent may reasonably may requestrequest in connection with compliance by Borrower with this Agreement and the performance by Borrower of its obligations hereunder. Borrower hereby irrevocably authorizes and directs all auditors, accountants, auditors or other third parties accountants to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretostatements (including draft versions of any financial statement which has not been delivered within the time periods required by this Section 6.3).

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualificationsqualifications (except for a "going concern" qualification that is the proximate result of Borrower's financial condition as of the Effective Date or as of the end of any subsequent fiscal year end of Borrower thereafter occurring during the term of this Agreement), by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange CommissionSEC, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower that Agent reasonably Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of Borrower’s fiscal quarters) after the end of (i) prior to the date of the Initial Credit Extension, each quarter during each of Borrower’s fiscal years and (ii) from and after the date of the Initial Credit Extension, each month during each of Borrower's ’s fiscal years, a company prepared balance sheet , (i) an unaudited consolidated and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared consolidating balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's ’s and its Subsidiaries’ operations during such period; and , and (cii) a Compliance Certificate, (b) as soon as available, but in any event within 90 days after the end of each of Borrower's ’s fiscal years, , (i) consolidated and consolidating financial statements of Borrower on a consolidated basis and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Lender and certified, without any qualificationsqualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.18), by such accountants to have been prepared in accordance with GAAPGAAP (such audited financial statements to include a balance sheet, together with income statement, and statement of cash flow and, if prepared, such accountants’ letter to management), (ii) a certificate of such accountants addressed to Agent Lender stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include Default under Section 7.18, and (iii) a balance sheetCompliance Certificate, (c) as soon as available, profit but in any event within 30 days prior to the start of each of Borrower’s fiscal years, copies of Borrower’s Projections, in form and loss statementsubstance (including as to scope and underlying assumptions) satisfactory to Lender, in its Permitted Discretion, for the forthcoming two (2) years, year by year, and statement for the forthcoming fiscal year, month by month, certified by the chief financial officer of cash flow and, Borrower as being such officer’s good faith estimate of the financial performance of Borrower during the period covered thereby, (d) if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, and when filed by Borrower's , (i) Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reports, and current reports, (ii) any other filings made by Borrower with the Securities SEC, and (iii) copies of Borrower’s federal income tax returns, and Exchange Commissionany amendments thereto, filed with the Internal Revenue Service; provided, however, that the public filing of any document with the SEC shall be deemed to be delivery to Lender for purposes of this subsection (d), (e) if anyand when provided, as soon as the same are filed, or any other information that is provided by Borrower to its shareholdersshareholders generally; provided, however, that the public filing of any document with the SEC shall be deemed to be delivery to Lender for purposes of this subsection (e), (f) if and when filed by Borrower or its Subsidiaries and as requested by Lender, satisfactory evidence of payment of applicable excise taxes in each jurisdiction in which (i) Borrower or its Subsidiaries conducts business or is required to pay any such excise tax, (ii) where Borrower’s or its Subsidiaries’ failure to pay any such applicable excise tax would result in a Lien on the properties or assets of Borrower or such Subsidiaries, or (iii) where Borrower’s or its Subsidiaries’ failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change, (g) promptly, but in any event within 5 days after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Borrower proposes to take with respect thereto, (h) promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Borrower or any of its Subsidiaries, notice of all actions, suits, or proceedings brought by or against Borrower or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Change, (i) promptly, notice of any material changes to Borrower’s return practices and policies, and (j) upon the request of Lender, any other report information reasonably requested by the Lender Group relating to the financial condition of Borrower or its Subsidiaries. In addition, Borrower agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Each month, together Borrower also agrees to cooperate with the financial statements provided pursuant Lender to Section 6.3(a), Borrower shall deliver allow Lender to Agent, consult with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them if Lender reasonably requests the right to do so and that, in such connection, its independent certified public accountants are authorized to communicate with Agent Lender and to release to Agent such whatever financial information concerning Borrower or its Subsidiaries that Agent Lender reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Lender: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each entity composing Borrower, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange CommissionSEC, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Lender, a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section Sections 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section Sections 7.20 or 7.21, and (viv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such whatever financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties financial advisors to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Lender: (a) as soon as available, but in any event within 45 days after the end of each month of the first 11 Fiscal Periods during each of BorrowerParent's fiscal years, Fiscal Years, (i) a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering BorrowerParent's and its Subsidiaries' operations during such period; and , (cii) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its the chief financial officer of Parent to the effect that: (i) with respect to financial statements, all : A. the financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, except for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present in all material respects the financial condition of BorrowerParent and its Subsidiaries, (ii) 90 B. the representations and warranties of Borrower Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent and C. there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has Borrowers have taken, is are taking, or proposes propose to take with respect thereto). , and (iii) for each month that is the date on which a financial covenant in Section 7.21 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the financial covenant contained in Section 7.21, (b) As soon as available, but in any event within 90 days after the end of each of Parent's Fiscal Years, consolidated financial statements of Parent and its Subsidiaries for each such Fiscal Year, audited by independent certified public accountants reasonably acceptable to Agent and certified by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (c) as soon as available, but in any event within 90 days after the end of each of Parent's Fiscal Years, copies of Borrowers' Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for the forthcoming Fiscal Year, on a month by month basis, certified by the chief financial officer of Parent as being such officer's good faith reasonable estimate of the financial performance of Parent and its Subsidiaries during the period covered thereby, it being understood that such Projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any Projections may differ from the projected results and no assurance can be given that the Projections will be realized, (d) if and when filed by any Borrower, (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by any Borrower with the SEC, (iii) upon request by Agent, in its Permitted Discretion, copies of Borrowers' federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and 91 (iv) any other information that is provided by Parent to its shareholders generally, (provided, that for purposes of this clause (d), any information to be delivered hereunder shall issuebe deemed to have been delivered when posted on the Parent's website or otherwise made available on the website of the SEC), (e) as soon as a Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof together with a reasonably detailed description thereof and a statement of the curative action that Borrowers propose to take with respect thereto, (f) promptly after the commencement thereof, but in any event within 10 Business Days after the service of process with respect thereto on any Borrower or any Subsidiary of a Borrower, notice of all actions, suits, or proceedings brought by or against any Borrower or any Subsidiary of a Borrower before any Governmental Authority which, if determined adversely to such Borrower or such Subsidiary, reasonably could be expected to result in a Material Adverse Change, and (g) upon the request of AgentAgent in its Permitted Discretion, written instructions any other report reasonably requested relating to the financial condition of Borrowers or their Subsidiaries, provided that such reports shall not be overly burdensome for any Borrower to prepare. In addition to the financial statements referred to above, Borrowers agree to deliver financial statements prepared on both a consolidated and consolidating basis, provided that (a) only Parent's consolidated financial statements shall be audited, (b) consolidating financial statements shall be prepared without footnotes, and (c) Borrowers shall only be required to deliver balance sheets and income statements on a consolidating basis. Parent agrees to cooperate with Agent to allow Agent to consult with its independent certified public accountants authorizing them if Agent reasonably requests the right to do so (and Agent shall notify Parent as to the timing of such consultation and permit Parent to be present thereat or to otherwise participate therein) and that, in such connection, their independent certified public accountants are authorized to communicate with Agent and to release to Agent such whatever financial information concerning Borrower Borrowers or their Subsidiaries that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver Borrower agrees to Agent, with copies deliver to each Lender Foothill: (a) as soon as available, but in any event within 45 thirty (30) days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (bor forty-five (45) as soon as available, but in any event within 45 days after the end of fiscal quarter) during each quarter during of Borrower's fiscal years, a company prepared balance sheet, income statement, and cash flow statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 ninety (90) days after the end of each of Borrower's fiscal yearsFiscal Years, financial statements of Borrower on a consolidated basis for each such fiscal yearFiscal Year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any going concern or other material qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default event or condition constituting an Event of Default, or that would, with the passage of time or the giving of notice, constitute an Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow statement, and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more subsidiaries, or Affiliates, or is a subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its public shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the Collateral and financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver Each of the individual entities comprising Borrower agrees to Agent, with copies deliver to each Lender Foothill: (a) as soon as available, but in any event within 45 thirty (30) days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, and cash flow statement covering Borrower's operations during such period; and (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and ninety (c90) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, consolidated and consolidating financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent McGladrey & Pullen, LLP or other indep▇▇▇▇▇▇ certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default event or condition constituting an Event of Default, or that would, with the passage of time or the giving of notice, constitute an Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow statement, and, if prepared, such accountantsthe Accountants' letter Letter to managementManagement. Together with the above, Borrower also shall cause Borrower to deliver to AgentFoothill Mednet, with copies to each Lender, BorrowerMPC Corporation's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Mednet, MPC Corporation with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower Mednet, MPC Corporation to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the Collateral or the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver to Agent, Administrative Agent with copies to each Lender Lender: (a) as soon as available, but in any event within 45 thirty (30) days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and sheet, income statement, in each case, and statement of cash flow covering the operations of the Consolidated Group on a consolidated basis, covering Borrower's operations and consolidating basis during such period; and (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, one hundred and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and five (c105) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, consolidated and consolidating financial statements of Borrower on a consolidated basis the Consolidated Group for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Administrative Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Administrative Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with In addition to the above, the Borrower also shall deliver to Administrative Agent, with copies a copy to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Administrative Agent relating to the financial condition of Borrowerthe Companies. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Administrative Agent, with copies a copy to each Lender Lender, a certificate signed by its the chief financial officer or treasurer of each Company to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Administrative Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrowerthe Consolidated Group, (ii) the representations and warranties of Borrower the Companies contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to or are expressly made as of an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or Section 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or Section 7.21, and (viv) on the date of delivery of such certificate to Administrative Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has the Companies have taken, is are taking, or proposes propose to take with respect thereto). At least five (5) days prior to the Closing Date, Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Administrative Agent and to release to Administrative Agent such whatever financial information concerning Borrower the Companies that Administrative Agent may reasonably may request. Borrower Each Company hereby irrevocably authorizes and directs all auditors, accountants, or other third parties auditors and accountants to deliver to Administrative Agent, upon Agent's request, at Borrower's expense, copies of Borrowersuch Company's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Administrative Agent any information they may have regarding such Company's business affairs and financial condition.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to Agent and each Lender Lender: (a) as soon as available, but in any event within 45 thirty (30) days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's Loan Parties' fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's Loan Parties' operations during such period; and (cb) as soon as available, but in any event within 90 one hundred twenty (120) days after the end of each of Borrower's Loan Parties' fiscal years, consolidated financial statements of Borrower on a consolidated basis Loan Parties for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of DefaultDefault with respect to financial or accounting matters of the Borrowers. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Borrowers agree to deliver financial statements of Loan Parties prepared on an unaudited consolidating basis so as to present such Loan Parties and each such related entity separately, and on a consolidated basis. Together with the above, Borrower Borrowers also shall deliver to Agent, with copies to Agent and each Lender, BorrowerLender any Loan Party's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Loan Parties with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower Loan Parties to its their shareholders, as soon as the same is provided to any such parties, and any other report reasonably requested by the Lender Group Agent relating to the financial condition of BorrowerLoan Parties. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower Borrowers shall deliver to Agent, with copies to Agent and each Lender a certificate signed by its their respective chief financial officer officers to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of BorrowerLoan Parties, (ii) the representations and warranties of Borrower Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has Borrowers have taken, is are taking, or proposes propose to take with respect thereto). Borrower Loan Parties shall issue, upon the request of Agent, have issued written instructions to its their independent certified public accountants authorizing them to communicate with Agent and each Lender and to release to Agent such and each Lender whatever financial information concerning Borrower Loan Parties that Agent may reasonably may request. Borrower Borrowers hereby irrevocably authorizes authorize and direct all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestAgent and each Lender, at Borrower's Borrowers' expense, copies of Borrower's Loan Parties' financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent and each Lender any information they may have regarding Loan Parties' business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender : (a) as soon as available, but in any event within 45 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, and statement of cash flow covering Borrower's operations during such period; and (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 105 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such Subsidiary separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Agent relating to the financial condition of Borrower. 61 Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Agent a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of cooperate with Agent to arrange meetings among Agent, written instructions to its Borrower, and Borrower's independent certified public accountants authorizing them to communicate with Agent and to release to Agent such discuss whatever financial information concerning Borrower that Agent reasonably may request. Except to the extent that Borrower determines in good faith that its accountant/client privilege would reasonably be expected to be waived thereby as a result, Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, if not provided by Borrower, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender : (a) as soon as available, but in any event within 45 thirty (30) days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, and statement of cash flow covering Borrower's operations during such period; and (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and ninety (c90) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Agent relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Agent a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such whatever financial information concerning Borrower that Agent may reasonably may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. (A) Deliver to the Agent, with copies to each Lender Bank: (ai) as soon as available, but in any event within 45 thirty (30) days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal yearsFiscal Year, a company prepared balance sheet, income statement, and statement of cash flows, in flow covering each case on a consolidated basis, covering Borrower's Loan Party and its Subsidiaries' operations during such period; and (cii) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal yearsFiscal Year, financial statements of Borrower on a consolidated basis each Loan Party and its Subsidiaries for each such fiscal yearFiscal Year, audited by independent certified public accountants reasonably acceptable to the Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to the Agent stating that such accountants do not have knowledge of the existence of any Potential Event of Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Inasmuch as a Loan Party is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, each Loan Party agrees to deliver financial statements prepared on a consolidating basis so as to present such Loan Party and each such related entity separately, and on a consolidated basis. (B) Together with the above, Borrower Loan Parties also shall deliver to the Agent, with copies to each LenderBank, Borrowereach Loan Party's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Loan Parties or their Subsidiaries with the Securities and Exchange CommissionS.E.C., if any, as soon as the same are filed, or any other information that is provided by Borrower Loan Party to its shareholders, and any other report reasonably requested by the Lender Group Agent or any Bank relating to the financial condition of Borrower. the Loan Parties and their Subsidiaries. (C) Each month, together with the financial statements provided pursuant to Section 6.3(a6.01(b)(ii)(A), Borrower the Parent Guarantor and its Subsidiaries shall deliver to the Agent, with copies to each Lender Bank, a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Banks and the Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.the

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 forty-five (45) days after the end of each month fiscal quarter during each fiscal year of Borrower's fiscal years, a company prepared consolidated balance sheet and sheet, consolidated income statement, and consolidated statement of cash flow covering operations during such period, in each case, case with respect to Borrower and the Loan Agreement Guarantors on a consolidated basis, covering Borrower's operations during such period; and (b) as soon as available, but in any event within 45 ninety (90) days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 days after the end of each year of Borrower's fiscal years, consolidated financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of DefaultDefault under Section 7.20. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. In addition to the financial statements referred to above, Borrower agrees to deliver to Foothill as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter during each fiscal year of Borrower, unaudited financial statements prepared on a consolidating basis as to present the Loan Parties as a group by geographic market, and to present the Unrestricted Subsidiaries and the Missouri Entities combined. Together with the above, Borrower and each Loan Agreement Guarantor also shall deliver to Agent, with copies to each Lender, Borrower's Foothill its Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower such Person with the Securities and Exchange CommissionSEC, if any, as soon as within five (5) days after the same are filed, or any other information that is provided by Borrower such Person to its shareholdersthe holders of the Senior Notes, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of Borrowersuch Person. Each monthfiscal quarter, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial executive officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and in the case of interim unaudited financial statements, also being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrowersuch Persons, (ii) the representations and warranties of Borrower the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month fiscal quarter that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21and certain tax related matters described therein, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower such Loan Party has taken, is taking, or proposes to take with respect thereto). Borrower Upon Foothill's written request, each Loan Party shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning Borrower such Person that Agent Foothill may reasonably may request. Borrower Each Loan Party hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's expense, copies of Borrowersuch Person's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding such Person's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver Borrower agrees to Agent, with copies deliver to each Lender Foothill: (a) as soon as available, but in any event within 45 forty five (45) days after the end of each fiscal month during each of Borrower's fiscal yearsyears (except for the month of June which shall be sixty (60) days), a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, and cash flow statement covering Borrower's operations during such period; and (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and ninety (c90) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default event or condition constituting an Event of Default, or that would, with the passage of time or the giving of notice, constitute an Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow statement, and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more subsidiaries, or Affiliates, or is a subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the Collateral and financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, and statement of cash flow covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter of the first 3 fiscal quarters during each of Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations operation during such period; , and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with If Borrower is a parent company of one or more Restricted Subsidiaries, then, in addition to the financial statements referred to above, Borrower also shall agrees to deliver financial statements prepared on a consolidating basis so as to Agent, with copies to present Borrower and each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reportssuch Restricted Subsidiary separately, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender on a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related theretoconsolidated basis.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender : (a) as soon as available, but in any event within 45 30 days after the end of each month Fiscal Month (except with respect to the last Fiscal Month of each fiscal quarter, with respect to which the applicable period for delivery shall be 45 days rather than 30 days) during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal yearsParent’s Fiscal Years, a company prepared balance sheet, income statement, and cash flow statement of cash flows, in each case on a consolidated basis, covering Borrower's Parent’s operations during such periodFiscal Month; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal yearsParent’s Fiscal Years (except with respect to the Fiscal Year ended February 3, 2007, with respect to which the deadline for delivery shall be July 31, 2007), financial statements of Borrower on a consolidated basis Parent for each such fiscal yearFiscal Year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any going concern or other material qualifications, by such accountants to have been prepared in accordance with GAAP, ; together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event failure of DefaultParent to comply with Section 7.19. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow statement, and, if prepared, such accountants' ’ letter to management. Together with If Parent is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower Parent agrees to deliver financial statements prepared on a consolidating basis so as to present Parent and each such related entity separately, and on a consolidated basis. Parent also shall deliver to Agent, with copies to each Lender, Borrower's Lenders (a) written notice of the filing of Parent’s Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Parent with the Securities and Exchange Commission, if any, as soon as the same are filed, or (b) any other information that is provided by Borrower Parent to its public shareholders, and (c) any other report reasonably requested by the Lender Group Agent relating to the Collateral and financial condition of BorrowerParent. Each month, together with the financial statements provided pursuant to Section 6.3(a6.2(a), Administrative Borrower shall deliver to Agent, with copies to each Lender Agent a certificate Compliance Certificate signed by its chief financial officer to the effect that: (i) with respect to financial all reports, statements, all financial statements or computer prepared information of any kind or nature delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of BorrowerBorrowers, except for the months ended March, 2007, April, 2007 and May, 2007 as may be directly impacted by the Stock Option Issue; (ii) Borrowers are in timely compliance with all of its covenants and agreements hereunder; (iii) the representations and warranties of Borrower Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, ; and (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or an Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv)each case, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has Borrowers have taken, is taking, or proposes to take with respect thereto). Administrative Borrower shall issuedeliver to Agent its Business Plan for each fiscal year, upon the request form of which shall be substantially similar to the business plan for the Fiscal Year ending on or about January 31, 2008 attached hereto as Exhibit B-1 and the substance of which shall be reasonably satisfactory to the Agent, on or before March 1 of such fiscal year. Administrative Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such whatever financial information concerning Borrower Borrowers that Agent reasonably may request. Administrative Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's Borrowers’ expense, copies of Borrower's Borrowers’ financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding the Collateral or the financial condition of Borrowers.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Lender: (a) as soon as available, but in any event within 45 thirty (30) days (or forty-five (45) days in the case of a month that is the end of one of the first three (3) fiscal quarters in a fiscal year) after the end of each month during each of Borrower's fiscal years, , (i) a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's and its Subsidiaries' operations during such period; and , (cii) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its the chief financial officer of Borrower to the effect that: (i) with respect to financial statements, all : A. the financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, except for the lack of footnotes and being subject to quarter-end and year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present in all material respects the financial condition of BorrowerBorrower and its Subsidiaries, (i) with respect to any such certificate delivered at the end of any fiscal quarter, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (iiiii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance certificate delivered at the end of any month that is not a quarter end, to the knowledge of such period with chief financial officer, the applicable financial covenants representations and warranties of Borrower contained in Section 7.20 or 7.21, this Agreement and (v) the other Loan Documents are true and correct in all material respects on and as of the date of delivery such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and C. (i) with respect to any such certificate to Agent delivered at the end of any fiscal quarter, there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). , and (ii) with respect to any such certificate delivered at the end of any month that is not a quarter end, to the knowledge of such chief financial officer, there does not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower shall issuehas taken, upon is taking, or proposes to take with respect thereto), and (iii) for each month that is the request date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of Agentsuch period with the applicable financial covenants contained in Section 7.20, written instructions together with an updated Schedule 2.7 to the extent required by Section 2.7(d); provided, however, that, so long as no Event of Default has occurred and is continuing, Borrower may report capital expenditures under Section 7.20(b)(i)(x) and (y) on a combined basis, and (b) as soon as available, but in any event within ninety (90) days after the end of each of Borrower's fiscal years, (i) financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants authorizing them reasonably acceptable to communicate Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with Agent GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to release management), (ii) a certificate of such accountants addressed to Agent Lender stating that such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditorsaccountants do not have knowledge of the existence of any Default or Event of Default under Section 7.20, (c) as soon as available, accountants, or other third parties but in any event within thirty (30) days prior to deliver to Agent, upon Agent's request, at the start of each of Borrower's expense, fiscal years, (i) copies of Borrower's Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Lender, in its sole discretion, for the forthcoming three (3) years (on a month by month basis for the following fiscal year and on a quarterly basis for each fiscal year thereafter), certified by the chief financial statementsofficer of Borrower as being such officer's good faith best estimate of the financial performance of Borrower during the period covered thereby, (d) if and when filed or provided to a Person (other than Lender) by Borrower (in any event no later than five (5) days following the date of filing or the date of delivery to such Person), papers related thereto.(i) 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports,

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Lender: (a) as soon as available, but in any event within 45 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering Borrower's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis acceptable to Agent so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange CommissionSEC, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report information reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Lender, a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-year- end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). As soon as available and in any event within forty-five (45) days after the last day of each calendar quarter, a report, in form and substance satisfactory to the Agent, setting forth as of the last Business day of such calendar quarter, a true and complete list of all Hedging Agreements (including commodity price swap agreements, forward agreements or contracts of sale which provide for prepayment for deferred shipment or delivery of oil, gas or other commodities) of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market values therefor, any new credit supp▇▇▇ agreements relating thereto, any margin required or supplied under any credit support document, and the counterparty to each such agreement; provided, however, that if there have been no changes since the date of the immediately preceding such report delivered by Borrower to Agent, delivery by Borrower of a report which states "no changes since date of immediately preceding report" (or words of equivalent substance) shall be acceptable for purposes of this paragraph. Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such whatever financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, Agent with copies to each Lender Lender: (a) as soon as available, but in any event within 45 20 days after the end of each month during each of Borrower's Borrowers' fiscal years, a company prepared balance sheet and income statement, in each case, covering the operations of the Parent and its Subsidiaries on a consolidated basis, covering Borrower's operations basis during such period; (b) as soon as available, but in any event within 45 days after the end of each fiscal quarter during Borrower's each of Borrowers' fiscal years, a company prepared balance sheet, income statement, and statement statements of cash flows, in each case flows covering the operations of the Parent and its Subsidiaries on a consolidated basis, covering Borrower's operations basis during such period; and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's Borrowers' fiscal years, consolidated financial statements of Borrower on a consolidated basis Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to certified that they have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of DefaultDefault that is continuing. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with In addition to the above, Borrower Parent also shall deliver to Agent, with copies to each Lender, BorrowerAgent Parent's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Parent with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other written information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group Agent relating to the financial condition of BorrowerParent and its Subsidiaries. Each month, together with the financial statements provided pursuant to Section 6.3(aSections 6.2(a) and (b), Administrative Borrower shall deliver to Agent, with copies to each Lender Agent a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of each Borrower, (ii) the representations and warranties of each Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants covenant contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default that is continuing (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has Borrowers have taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Foothill: (a) as soon as available, but in any event within 45 30 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during BorrowerParent's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, flow covering BorrowerParent's operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of BorrowerParent's fiscal years, financial statements of Borrower on a consolidated basis Parent's for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. In addition to the financial statements referred to above, Parent agrees to deliver financial statements prepared on a consolidating basis so as to present Parent and each such related entity separately, and on a consolidated basis. Together with the above, Borrower Borrowers also shall deliver to Agent, with copies to each Lender, BorrowerFoothill Parent's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower Parent with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower Parent to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of Borrowersuch Parent. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower Parent shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of BorrowerParent in all material respects, (ii) the representations and warranties of Borrower Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.217.20, and (viv) on the date of delivery of such certificate to Agent Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower Parent has taken, is taking, or proposes to take with respect thereto). Each Borrower shall issue, upon the request of Agent, have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent Foothill and to release to Agent such Foothill whatever financial information concerning such Borrower that Agent reasonably Foothill may request. Each Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at such Borrower's expense, copies of such Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding such Borrower's business affairs and financial conditions.