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 BorrowerBorrower 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 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.Schedule 5.2

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)their shareholders generally. 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.Schedule 6.2

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 of the first, second, fourth, fifth, seventh, eighth, tenth, and eleventh months during each of Borrower's the Obligors' 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 the Obligors' operations (including the overall radio network of the Obligors) during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter of the third, sixth, ninth, and twelfth months during Borrower's each of the Obligors' 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 the Obligors' operations during such period(including the overall radio network of the Obligors) for the fiscal quarter then ended; and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's the Obligors' fiscal years, financial statements of Borrower on a consolidated basis the Obligors 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 on a per Communications System basis as well as on the basis of the overall radio network of the Obligors, and, if prepared, such accountants' letter to management. In addition to the financial statements referred to above, Borrower agrees to deliver balance sheet information in form reasonably acceptable to Foothill and prepared on a consolidating, per Obligor basis AND per Communications System basis, so as to present Borrower and each such related entity separately and to present each Communications System separately, and financial statements prepared 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 shareholderssecuritiesholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of BorrowerBorrower or any of the other Obligors. Each month, together with the financial statements provided pursuant to Section SECTION 6.3(a) or SECTION 6.3(b), as the case may be, 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, its Subsidiaries, and each of their respective Communications Systems, (ii) the representations and warranties of Borrower the Obligors 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 the relevant Obligor has taken, is taking, or proposes to take with respect thereto). Borrower (and, if required, each of the other Obligors) 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 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 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. Deliver to Foothill not less than 10 Business Days prior to the closing of any proposed Permitted Acquisition each of the following (a) a detailed description of the assets or stock that are the subject of such proposed Permitted Acquisition, (b) a term sheet or other description setting forth the essential terms and basic structure of the proposed Permitted Acquisition (including, purchase consideration and method and structure of payment; in this regard, if the purchase price includes a seller note, non-compete agreement, or other right to payment, Borrower shall detail the economic terms thereof), (c) projected statements of income for the Person or assets that are proposed to be acquired for at least a 1 year period following such proposed Permitted Acquisition (including a summary of assumptions or PRO FORMA adjustments for such projections), and (d) a sources and uses calculation showing the proposed amount of Indebtedness, if any, to be utilized in connection with the consummation of the proposed Permitted Acquisition.

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 Lender 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. In addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, 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 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 Lender 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 Lender and to release to Agent such Lender whatever financial information concerning Borrower that Agent reasonably Lender may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestLender, 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 Lender 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 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 DefaultDefault under SECTIONS 6.1, 6.11, 6.13, 7.1, 7.10, 7.11, 7.12, 7.13 and 7.18. 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 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 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, 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 thirty (30) days after the end of each month during each of Borrower's fiscal yearsyears (except for the month of September, which shall be within 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. Borrower and Guarantor shall have issued written instructions to their independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning Borrower or Guarantor that Foothill may request; provided, however, that Borrower and Guarantor shall not be liable if such accountants fail to comply with Foothill's request unless their failure is caused by the gross negligence or wilful misconduct of Borrower or Guarantor. 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 subsidiary of Borrower 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 or Guarantor with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower and Guarantor to its their respective 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 theretoGuarantor.

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. 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 6.3(a),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 7.20is 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 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 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, 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 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 Each Co-Borrower shall deliver to 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 yearsmonth, a company Borrower Representative prepared Consolidated balance sheet sheet, Consolidated income statement and income statement, in Consolidated cash flow statement covering each case, on a consolidated basis, covering Co-Borrower's ’s operations during such period, certified by Borrower Representative’s president, treasurer or chief financial officer (each, a “Responsible Officer”) as well as a copy of the borrowing base certificate (or similar document) provided by any Co-Borrower to the ABL Agent and a report of each Co-Borrower’s accounts receivable and accounts payable agings for each month; (b) as soon as available, but in any event within 45 one hundred twenty (120) days after the end of each quarter during Co-Borrower's ’s fiscal yearsyear, audited Consolidated financial statements of each Co-Borrower prepared in accordance with GAAP, together with an unqualified opinion on such financial statements of 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 periodnationally recognized or other independent public accounting firm reasonably acceptable to Lender; and (c) as soon as available, but in any event within 90 sixty (60) days after the earlier of (i) the end of each Co-Borrower’s fiscal year or (ii) the date of each Co-Borrower’s board of directors’ adoption, each Co-Borrower’s operating budget and plan for the next fiscal year; and (d) such other financial information as Lender may reasonably request from time to time. From and after such time as any Co-Borrower becomes a publicly reporting company, promptly as they are available and in any event: (i) at the time of filing of such Co-Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of such Co-Borrower, the financial statements of such Co-Borrower filed with such Form 10-K; and (ii) at the time of filing of such Co-Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of such Co-Borrower's fiscal years, the Consolidated financial statements of such Co-Borrower on a consolidated basis for each filed with 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 ReportsQ. In addition, Form 10each Co-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: (iA) 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, promptly 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 expensebecoming available, copies of Borrower's financial all statements, papers related theretoreports and notices sent or made available generally by such Co-Borrower to its security holders and (B) immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against such Co-Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving such Co-Borrower or any Subsidiary is commenced that is reasonably expected to result in damages or costs to any Co-Borrower, or any Co-Borrowers collectively, of Fifty Thousand Dollars ($50,000) or more.

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 Foothill: (a) as soon as available, but in any event within 45 60 days after the end of each month fiscal quarter 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 90 105 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 andflow. If Borrower is a parent company of one or more Subsidiaries, if preparedor 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 accountants' letter to managementrelated 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. Within 45 days after the end of each calendar month, Borrower shall deliver to Foothill consolidated monthly financial statements of Borrower and its consolidated Subsidiaries in the same form as a distributed internally to the members of senior management of Borrower, which statements shall be prepared in accordance with GAAP as applicable to interim statements, provided that such statements need not contain footnotes and may be subject to quarterly and annual adjustments. Each month, together with within 45 days after the end of the calendar month to which such certificate relates (except that to the extent any such certificate relates to quarterly financial statements provided pursuant to Section 6.3(astatements, such certificate shall be delivered within 60 days after the end of such month that is the last month of the fiscal quarter, rather than 45 days), Borrower shall deliver to Agent, with copies to each Lender Foothill a certificate signed by its chief principal financial officer, acting in his or her capacity as an officer of Borrower, to the effect that: (i) with respect to financial statements, any and all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder Foothill hereunder, as applicable, 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 adjustmentsadjustments (and, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrowerstatements, 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 ending date 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 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, except those matters that are subject to the attorney-client privilege or the attorney work product privilege.

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: if an Event of Default has occurred and is continuing and in any event, commencing with the fiscal month ending October 31, 2017, as soon as available, but in any event within 45 15 days after the end of each month during each of Borrower's ’s fiscal years, a company prepared an unaudited consolidated and consolidating balance sheet and sheet, income statement, in each case, on a consolidated basis, statement of cash flow and statement of shareholder’s equity covering Parent Borrower's ’s and its Subsidiaries’ operations during such period; period and compared to the prior period and plan, together with a corresponding discussion and analysis of results from management, (a) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA, (b) to the extent applicable, a calculation of the Fixed Charge Coverage Ratio and the Total Leverage Ratio that is required to be delivered under the Agreement, and (c) any compliance certificate delivered under the ABL Credit Agreement. as soon as available, but in any event within 45 days after the end of each quarter during each of Parent Borrower's ’s fiscal years, a company prepared an unaudited consolidated and 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 Parent Borrower's ’s and its Subsidiaries’ operations during such period; period and compared to the prior period and plan, prepared in accordance with GAAP as well as on an internally-determined “xxxx-to-market” basis, together with a corresponding discussion and analysis of results from management, (a) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, (b) a calculation of the Fixed Charge Coverage Ratio and Total Leverage Ratio that is required to be delivered under the Agreement, (c) a certification of compliance with all applicable United States Department of Agriculture and the Food and Drug Administration rules and policies and rules and policies of any other Governmental Authority relating to Food Security Laws, including, if requested by Agent, a third-party expert certification audit or Food and Drug Administration inspection of the Loan Parties quality system, and (d) any compliance certificate delivered under the ABL Credit Agreement. as soon as available, but in any event within 90 days after the end of each of Parent Borrower's ’s fiscal years, (a) consolidated and consolidating financial statements of Parent 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 Article 7 of the Agreement (other than any qualification or exception attributable solely to the occurrence of the stated maturity of any Revolving Loans within 12 months after the date of such opinion)), 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 ), as well as on an internally-determined “xxxx-to-market” basis, (b) a Compliance Certificate along with the aboveunderlying calculations, Borrower also shall deliver including the calculations to arrive at EBITDA to the extent applicable, (c) a calculation of the Fixed Charge Coverage Ratio and Total Leverage Ratio that is required to be delivered under the Agreement, and (d) any compliance certificate delivered under the ABL Credit Agreement. as soon as available, but in any event within 15 days after the start of each of Parent Borrower’s fiscal years, (e) copies of Parent Borrower’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, with copies to each Lenderexercising reasonable (from the perspective of a secured term-based lender) business judgment, for the forthcoming 3 years, certified by the chief financial officer of Parent Borrower as being such officer’s good faith estimate of the financial performance of Parent Borrower during the period covered thereby. if and when filed by Parent Borrower's , (f) Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reportscurrent reports (if any when requested by Agent), and (g) any other filings made by Parent Borrower 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 Parent Borrower to its shareholdersshareholders generally. promptly, but in any event within 5 days after any Loan Party 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 the 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 Borrower or any of its Subsidiaries, (j) notice of all actions, suits, or proceedings brought by or against Parent Borrower 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, (a) 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), Parent 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 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 (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 month that is the end of one of Parent Borrower’s fiscal quarters) after the end of each month during each of Borrower's ’s fiscal years, a company prepared (a) an unaudited consolidated and consolidating balance sheet and sheet, income statement, in each case, on a consolidated basis, statement of cash flow and statement of shareholder’s equity covering Parent Borrower's ’s and its Subsidiaries’ operations during such period; period and compared to the prior period and plan, together with a corresponding discussion and analysis of results from management, (b) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, (c) a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and (d) any compliance certificate delivered under the Term Loan Credit Agreement. as soon as available, but in any event within 45 days after the end of each quarter during each of Borrower's ’s fiscal years, a company prepared (e) an unaudited consolidated and 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 Parent Borrower's ’s and its Subsidiaries’ operations during such period; period and compared to the prior period and plan, prepared in accordance with GAAP as well as on an internally-determined “xxxx to market” basis, together with a corresponding discussion and analysis of results from management, (cf) a certification of compliance with all applicable United States Department of Agriculture and the Food and Drug Administration rules and policies and rules and policies of any other Governmental Authority relating to Food Security Laws, including, if requested by Agent, a third-party expert certification audit or Food and Drug Administration inspection of the Loan Parties quality system. as soon as available, but in any event within 90 days after the end of each of Parent Borrower's ’s fiscal years, (g) consolidated and consolidating financial statements of Parent 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 Article 7 of the Agreement (other than any qualification or exception attributable solely to the occurrence of the stated maturity of any Revolving Loans within 12 months after the date of such opinion)), 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 ), as well as on an internally-determined “xxxx-to-market” basis, (h) a Compliance Certificate along with the aboveunderlying calculations, Borrower also shall deliver including the calculations to arrive at EBITDA to the extent applicable, (i) a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and (j) any compliance certificate delivered under the Term Loan Credit Agreement. as soon as available, but in any event within 15 days after the start of each of Parent Borrower’s fiscal years, (k) copies of Parent 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 3 years, certified by the chief financial officer of Parent Borrower as being such officer’s good faith estimate of the financial performance of Parent Borrower during the period covered thereby. if and when filed by Parent Borrower's , (l) Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reportscurrent reports (if any when requested by Agent), and (m) any other filings made by Parent Borrower with the Securities SEC, and Exchange Commission, if any, as soon as the same are filed, or (n) any other information that is provided by Parent Borrower to its shareholdersshareholders generally. promptly, and but in any other report reasonably requested by the Lender Group relating to the financial event within 5 days after Borrower has knowledge of any event or 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 an Event of Default (or, in the case of clauses (i)Default, (ii), (iii), o) notice of such event or (iv), to condition and a statement of 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). promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Parent Borrower shall issueor any of its Subsidiaries, (p) notice of all actions, suits, or proceedings brought by or against Parent Borrower 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 (t) any other information reasonably requested relating to the financial Agent, written instructions condition of Parent Borrower or its Subsidiaries. as and when required by the Term Loan Credit Agreement, (u) any other information required to its independent certified public accountants authorizing them be delivered to communicate with the Term Loan Agent and pursuant to release to Agent such financial information concerning Borrower that Agent reasonably may requestSection 5.1 of the Term Loan Credit Agreement. 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.Schedule 5.2

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 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 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.

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 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 Subsidiary entity separately, and on a consolidating 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 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 Parent 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 and Westbeach 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 and Westbeach hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's Borrowers' expense, copies of Borrower's such Borrowers' 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. Prior to the occurrence of an Event of Default, Foothill shall not contact Borrowers' or Westbeach's auditors or accountants without telephonic or written consent from Parent.

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 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 BorrowerSC's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a flow covering the Companies' 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 Borrowereach SC's fiscal years, consolidated financial statements of Borrower on a consolidated basis Companies 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 (c) at the end of a fiscal year a monthly budget for the following fiscal year, on a Company by Company basis. 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. The financial statements referred to above shall be prepared on a consolidated basis for SC and its Subsidiaries. Together with the above, Borrower SC also shall deliver to Agent, with copies to each Lender, BorrowerFoothill SC's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, Reports and Form 8-K Current Reports, and any other filings made by Borrower SC with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower SC to its shareholders, and any other report reasonably requested by the Lender Group Foothill relating to the financial condition of BorrowerSC and its Subsidiaries. In addition, so long as Starshak & Associates is engaged by the Companies, SC shall cauxx Xxxxxhak & Associates to deliver to Foothill a monthly status report. Each fiscal month, together with the financial statements provided pursuant to Section 6.3(a), Borrower SC 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 Borrowereach Company, (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 fiscal 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 Companies have taken, is are taking, or proposes propose to take with respect thereto). Borrower Each Company 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 Company that Agent reasonably Foothill may request. Borrower Such Company hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrowersuch Company'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 Foothill any information they may have regarding such Company'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 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 Deliver, or cause to Agentbe delivered, with copies to each Lender Banks: (a) as soon as available, but in any event within 45 ninety (90) days after the end of each month during each fiscal year of Borrower's fiscal years, consolidated and separate financial statements including a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, covering Borrower's operations and statement of cash flow of Borrower and its Subsidiaries or Affiliates during such period, prepared and audited by a certified public accounting firm whose identity is approved in advance by Banks; (b) as soon as available, but in any event within 45 forty five (45) days after the end of each fiscal quarter during of Borrower's fiscal years, consolidated and separate financial statements of Borrower and its Subsidiaries or Affiliates, prepared and by Borrower or by a company prepared balance sheet, income statement, and statement of cash flows, certified public accountant firm whose identity is approved in each case on a consolidated basis, covering Borrower's operations during such periodadvance by Banks; and (c) as soon as available, but in any event within 90 thirty (30) days after prior to the end commencement of each fiscal year of Borrower's fiscal years, an annual financial statements of Borrower on a consolidated basis projection for each such succeeding fiscal year, audited including a balance sheet, income statement, and statement of cash flow of Borrower and its Subsidiaries or Affiliates during such period, prepared by independent Borrower or by a certified public accountants reasonably acceptable to Agent accounting firm whose identity is approved in advance by Banks; (d) as soon as available, but in any event within fifteen (15) days after filing with the Securities Exchange Commission, copies of all filings made by Borrower under the Securities Act of 1934 and certifiedthe regulations and rules promulgated thereunder, in electronic and paper form. Each of the items in subsections (a) through (d), inclusive, above shall be accompanied by a certificate, without any qualifications, by such accountants or by Borrower (as applicable to the each document) to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Banks 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 financial statements referred to above, Borrower also shall agrees to deliver to AgentBanks, with copies within the specified time periods, financial statements prepared on a consolidated basis so as to present Borrower and each Lender, of Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual ReportsSubsidiaries or Affiliates on a consolidated basis, 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 Borrowereach such related entity separately. Each monthquarter, 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 Banks 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 Banks 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 7.217.19 (and demonstrating such compliance in reasonable detail), and (viv) on the date of delivery of such certificate to Agent Banks 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 Banks and to release to Agent such Banks whatever financial information concerning Borrower that Agent reasonably Banks may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestBanks, 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 Banks any information they may at any time have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender Bank: (a) as soon as availablewithin 15 days of filing, but in any event within 45 60 days after the end of each month fiscal quarter of Borrower during each of Borrower's fiscal years, a Borrower's 10Q SEC filing and company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; financial statements (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 i.e. balance sheet, income statement, and statement of cash flowsflow) of Borrower and its Subsidiaries, in each case on a consolidated basis, covering Borrower's operations during for each such periodfiscal quarter; and (cb) as soon as availablewithin 15 days of filing, but in any event within 90 120 days after the end of each of Borrower's fiscal years, Borrower's 10K SEC filing and financial statements of Borrower and its Subsidiaries, on a consolidated basis basis, for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent Bank and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP; (c) concurrent with the filing thereof, together with a certificate copy of such accountants addressed to Agent stating that such accountants do not have knowledge each of the existence Borrower's 8K filings, if any; and (d) within 15 days of any Default or Event Advances, company prepared Projections for the succeeding 4 fiscal quarters of DefaultBorrower. Such consolidated 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 consolidated financial statements referred to above, Borrower also shall deliver agrees to Agentdeliver, with copies to each Lenderwithin 15 days of Bank's request, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, financial statements for the most recently ended fiscal quarter 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 fiscal year end of Borrower, prepared on a consolidating basis so as to present Borrower and each such related entity separately. Each monthquarter, together with the financial statements provided pursuant to Section 6.3(a6.2(a), Borrower shall deliver to Agent, with copies to each Lender Bank a certificate Compliance Certificate signed by its chief financial officer officer, or controller 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 Bank 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 7.217.18 (and demonstrating such compliance in reasonable detail), and (viv) on the date of delivery of such certificate to Agent Bank 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 Bank and to release to Agent such Bank whatever financial information concerning Borrower that Agent Bank may reasonably may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestBank, 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 Bank any information they may have regarding Borrower's business affairs and financial conditions. With respect to "confidential information" (as defined in Section 14.9) to be provided to Bank, Bank agrees to abide by the confidentiality provisions of Section 14.9.

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 45 days after the end of each month during each of Borrower's Parent’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; quarters (b) as soon as available, but in any event or within 45 21 days after the end of each quarter fiscal month ending during Borrower's an Increased Financial Reporting Period) during each of Parent’s fiscal years, a company prepared (a)an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow, and statement of cash flowsshareholder’s equity covering Parent’s and its Subsidiaries’ operations during such period and compared to the plan, and (b)a Compliance Certificate along with the underlying calculations, including the calculations to arrive at the Fixed Charge Coverage Ratio (calculated on a trailing four fiscal quarters basis, unless an Increased Financial Reporting Period exists, in which case, the Fixed Charge Coverage Ratio would be calculated on a trailing 12 fiscal months basis and, in each case on a consolidated basiscase, covering Borrower's operations during such period; and (c) 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 (calculated on a trailing four fiscal quarters basis, unless an Increased Financial Reporting Period exists, in which case, the Fixed Charge Coverage Ratio would be calculated on a trailing 12 fiscal months basis and, in each, case, 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 45 days after 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 Form for such fiscal year and the forthcoming 2 years, year by year, and for such fiscal year, month by month, certified by the chief financial officer, Treasurer, CEO, or President of Parent as being such officer’s good faith estimate of the financial performance of the Loan Parties during the period covered thereby. ACTIVE 682292377v9 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 any (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 any (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 Xxxxxxxxx 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 monthpromptly after any reasonable request therefor from Agent or any Lender, together (l)information and documentation for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the financial statements provided PATRIOT Act and the Beneficial Ownership Regulation. Information required to be delivered pursuant to Section 6.3(aclauses (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 annual, quarterly or other reports containing such information, shall have been posted on Parent’s website on the internet (currently xxxx://xxx.xxxxx.xxx) 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 xxxx://xxx.xxx.xxx; provided that Administrative Borrower shall deliver paper copies of such information to AgentAgent or any Lender that reasonably requests such delivery; and provided further that such information shall only be deemed to have been delivered when posted on any such website upon notification by Administrative Borrower to Agent of such posting (which notification, with copies to each Lender a certificate signed by its chief financial officer to notwithstanding the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members terms of Section 11 of the Lender Group hereunder have been prepared in accordance with GAAP (exceptAgreement, 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 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 Administrative Xxxxxxxx’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.ACTIVE 682292377v9 Schedule 5.2

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 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. Together with In addition to the audited 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 related entity 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 Borroweron a consolidated basis. 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-compliancenoncompliance, 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 Foothill may reasonably may request, and so long as not Event of Default has occurred and is continuing, with concurrent notice to Borrower. 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 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 (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 45 20 days after the end of each month during each of Borrower's Parent’s fiscal years, a company prepared balance sheet (a) monthly accounts receivable and income statementaccounts payable agings, in each casemonthly inventory listings, on a consolidated basis, covering Borrower's operations during such period; (b) and Borrowing Base certificates monthly (reverting to weekly during a Covenant Testing Period), and (c) rig utilization reports, in form and substance reasonably 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 quarter month during Borrower's each of Parent’s fiscal years, a company prepared (d) an unaudited consolidated and 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 (ce) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA and Fixed Charge Coverage Ratio (regardless of whether such financial covenant is then being tested). as soon as available, but in any event within 90 days after the end of each of Borrower's Parent’s fiscal years, (f) 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 noted in their opinion (including any (i) “going concern” or like qualification or exception, (ii) qualification or exception as to the scope of such audit, or (iii) 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 (g) a Compliance Certificate along with the aboveunderlying calculations, Borrower also shall deliver including the calculations to Agentarrive at EBITDA and Fixed Charge Coverage Ratio (regardless of whether such financial covenant is then being tested). as soon as available, but in any event no later than the earlier of (x) the filing of the Parent’s Form 10-K annual reports and (y) sixty (60) days after the beginning of the Parent’s fiscal year commencing with copies fiscal year 2021, (h) a month by month projected operating budget and cash flow of the Loan Parties on a consolidated and consolidating basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the President or Chief Financial Officer of each LenderLoan Party to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared (“Projections”). as soon as available, Borrower's but in any event no later than concurrently with the filing of the Parent’s Form 10-Q Quarterly Reportsquarterly reports and Form 10-K annual reports, (i) copies of Parent’s projected consolidated cash flow statement, balance sheet and income statement, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming four fiscal quarters, 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. if and when filed by Parent, (j) Form 10-Q quarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reportscurrent reports, and (k) any other filings made by Borrower Parent with the Securities SEC, and Exchange Commission, if any, as soon as the same are filed, or (l) 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, (m) notice of such event or condition and a statement of the curative action that Borrowers propose to take with respect thereto. promptly, but in any event within 5 days after any Borrower has knowledge thereof or the date of the furnishing to any Borrower, (n) notice and copies of notices, certificates or reports (other than operational notices regarding interest rate selections, change of address notices, and similar routine and immaterial notices) sent to or from the Loan Parties in connection with the Senior Secured Notes Documents or any amendment, supplement or other modification to the Senior Secured Notes Documents, 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, (o) 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, (p) to the extent reasonably available to the Loan Parties, 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 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.SCHEDULE 5.2

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 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 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 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 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 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.Schedule 5.2

Financial Statements, Reports, Certificates. Deliver Each Borrower shall deliver the following to Agent, with copies to each Lender Bank: (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 yearscalendar month, a company prepared consolidated balance sheet sheet, income, and income statement, in each case, on a consolidated basis, cash flow statement covering Borrower's ’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within 45 ninety (90) days after the end of each quarter during Borrower's ’s fiscal yearsyear, a company audited consolidated financial statements of Borrower prepared balance sheetin accordance with GAAP, income statementconsistently applied, and statement together with an unqualified opinion on such financial statements of cash flows, in each case on a consolidated basis, covering Borrower's operations during such periodan independent certified public accounting firm reasonably acceptable to Bank; and (c) as soon as available, but in any event within 90 forty-five (45) days after the end of each of Borrower's fiscal yearsquarter and each fiscal year, consolidating financial statements of Borrower on a consolidated basis for each such fiscal yearAlliance Holdings, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been Inc. prepared in accordance with GAAP, together with consistently applied, in a certificate form acceptable to Bank; (d) copies of such accountants addressed all quarterly and annual statements, reports and material notices sent or made available generally by Borrower to Agent stating that such accountants do not have knowledge its security holders or to any holders 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 Subordinated Debt and, if preparedapplicable, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form all reports on Forms 10-K and 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereof, if anya 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 $100,000 or more; (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; and (g) within thirty (30) days after 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 soon well as any material change in Borrower’s intellectual property, 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 C of the same are filed, or any other information that is provided Intellectual Property Security Agreement delivered to Bank by Borrower to its shareholders, and any other report reasonably requested by in connection with this Agreement. Within twenty (20) days after the Lender Group relating to the financial condition last day of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(aeach month (or on Friday of each week when Advances are outstanding), 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 C hereto, together with aged listings of billed accounts receivable and accounts payable and a days revenue outstanding report in respect of unbilled receivables. 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 substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at the end of Borrower’s expense, provided that such period with the applicable financial covenants contained in Section 7.20 or 7.21, and audits will be conducted no more often than every six (v6) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or months unless an Event of Default (or, in has occurred and is continuing and the case fees for such audits shall be reasonable and customary for a transaction 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 theretothis type.

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 (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 hxxx://xxx.xxxxx.xxx) 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 hxxx://xxx.xxx.xxx; 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.Schedule 5.2

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. Section 6.3 of the Loan Agreement is hereby deleted in its entirety and the following substituted therefor: "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 BorrowerHolding Company's fiscal years, a company prepared consolidated balance sheet and income statementstatement of Holding Company, in and (y) 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 fiscal quarter during Borrowereach of Holding Company's fiscal years, a company prepared balance sheet, income statement, and consolidated statement of cash flows, in each case on a consolidated basisflow, covering BorrowerHolding Company's consolidated operations during such period; and (cb) as soon as available, but in any event within 90 days after the end of each of BorrowerHolding Company's fiscal years, consolidated financial statements of Borrower on a consolidated basis Holding Company 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 the fiscal year ended December 31, 1997 only shall be permitted to contain a "going concern" emphasis 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 flow, each prepared on a consolidated basis, and, if prepared, such accountants' letter to management. 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 BorrowerHolding Company. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower Borrowers shall -------------- deliver to Agent, with copies to each Lender Foothill a certificate signed by its Holding Company's 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 BorrowerHolding Company, on a consolidated basis, (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 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 such Borrower has taken, is taking, or proposes to take with respect thereto). Borrower Borrowers shall issue, upon the request of Agent, have caused Holding Company to 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 Borrowers and Holding Company that Agent reasonably Foothill may request. Each Borrower hereby irrevocably authorizes and directs, and Holding Company, by its execution and delivery of Consent, Amendment No. 2 to Loan Documents and Waiver as to Certain Events of Default, dated March __, 1998 among Foothill and Borrowers, irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestFoothill, at Borrower's Borrowers' expense, copies of BorrowerHolding Company'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 Holding Company's and each Borrower's business affairs and financial condition."

Financial Statements, Reports, Certificates. Deliver to AgentAgent an original, with copies and to each Lender a copy, of: (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 and the other Covenant Parties 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 the Lenders 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 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 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 financial statements prepared on a consolidating basis (based on business segment) so as to present Borrower and each such business segment separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with Agent and each Lender copies to each Lender, of 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, SEC 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 or any member thereof relating to the financial condition of BorrowerBorrower or any of the other Covenant Parties. Each month, together with the financial statements provided pursuant to Section 6.3(aSECTION 6.3(A), Borrower shall deliver to AgentAgent an original, with copies and to each Lender a copy, of 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 BorrowerBorrower and the other Covenant Parties, (ii) the representations and warranties of Borrower the Covenant 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 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 the Lender Group, 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 the relevant Covenant Party has taken, is taking, or proposes to take with respect thereto). Borrower (and if required the other Covenant Parties) shall issue, upon the request of Agent, issue written instructions to its independent certified public accountants authorizing them to communicate with Agent the Lender Group or any member thereof and to release to Agent the Lender Group or any such members whatever financial information concerning the Covenant Parties that the Lender Group may request; PROVIDED, HOWEVER, that, so long as no Event of Default has occurred and is continuing, the Lender Group and each member thereof shall attempt to obtain such financial information concerning Borrower that Agent reasonably may requestdirectly from the Covenant Parties prior to communicating directly with such accountants. Borrower Each Covenant Party hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestthe Agent and directly to each Lender, at Borrower's expense, copies of Borrowerthe Covenant Party's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to the Lender Group or any member thereof any information they may have regarding the Covenant Parties' 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 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 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 (a) Lender: 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 the first 3 fiscal quarters in a fiscal year) after the end of each month during each of BorrowerParent'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 BorrowerParent's and its Subsidiaries' 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 Parent to the effect that: (i) 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 BorrowerParent and its Subsidiaries, (ii) the representations and warranties of Borrower Borrowers and of each Subsidiary 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), (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 Borrowers have taken, is are taking, or proposes propose to take with respect thereto). , and for each month that is the 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 such period with the applicable financial covenants contained in Section 7.20, as soon as available, but in any event within 90 days after the end of each of Parent's fiscal years, 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 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, as soon as available, but in any event within 30 days prior to the start of each of Parent's fiscal years, copies of Borrowers' Projections, the form and substance (including as to scope and underlying assumptions) of which are satisfactory to Lender, in its sole discretion, for the forthcoming 2 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 best estimate of the financial performance of Parent and its Subsidiaries during the period covered thereby, if and when filed by any Borrower shall issueor any Subsidiary of any Borrower, 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, any other filings made by any Borrower or any Subsidiary of any Borrower with the SEC, copies of Borrowers' federal income tax returns, and any amendments thereto, filed with the IRS, and any other information that is provided by Parent to its shareholders generally, if and when filed by any Borrower or any Subsidiary of such Borrower and as requested by Lender, satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (i) any such Borrower or such Subsidiary conducts business or is required to pay any such excise tax, (ii) where Borrower's or such Subsidiary's failure to pay any such applicable excise tax would result in a Lien on the properties or assets of such Borrower or such Subsidiary, or (iii) where such Borrower's or such Subsidiary's failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change, as soon as a Borrower or any Subsidiary of such 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 or such Subsidiary propose to take with respect thereto, and upon the request of AgentLender, written instructions any other report reasonably requested relating to its the financial condition of Borrowers or their Subsidiaries. In addition to the financial statements referred to above, Borrowers agree to deliver financial statements prepared on both a consolidated and consolidating basis and that no Borrower, or any Subsidiary of a Borrower, will have a fiscal year different from that of Parent. Borrowers agree that their independent certified public accountants authorizing them are authorized to communicate with Agent Lender and to release to Agent such Lender whatever financial information concerning Borrower Borrowers 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 (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 month that is the end of one of Parent Borrower’s fiscal quarters) after the end of each month during each of Borrower's ’s fiscal years, a company prepared an unaudited consolidated and consolidating balance sheet and sheet, income statement, in each case, on a consolidated basis, statement of cash flow and statement of shareholder’s equity covering Parent Borrower's ’s and its Subsidiaries’ operations during such period; period and compared to the prior period and plan, together with a corresponding discussion and analysis of results from management, (a) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, (b) a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and (c) any compliance certificate delivered under the Term Loan Credit Agreement. as soon as available, but in any event within 45 days after the end of each quarter during each of Borrower's ’s fiscal years, a company prepared (d) an unaudited consolidated and 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 Parent Borrower's ’s and its Subsidiaries’ operations during such period; period and compared to the prior period and plan, prepared in accordance with GAAP as well as on an internally-determined “xxxx to market” basis, together with a corresponding discussion and analysis of results from management, (ce) a certification of compliance with all applicable United States Department of Agriculture and the Food and Drug Administration rules and policies and rules and policies of any other Governmental Authority relating to Food Security Laws, including, if requested by Agent, a third-party expert certification audit or Food and Drug Administration inspection of the Loan Parties quality system. as soon as available, but in any event within 90 days after the end of each of Parent Borrower's ’s fiscal years, (f) consolidated and consolidating financial statements of Parent 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 Article 7 of the Agreement (other than any qualification or exception attributable solely to the occurrence of the stated maturity of any Revolving Loans within 12 months after the date of such opinion)), 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 ), as well as on an internally-determined “xxxx-to-market” basis, (g) a Compliance Certificate along with the aboveunderlying calculations, Borrower also shall deliver including the calculations to arrive at EBITDA to the extent applicable, (h) a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and (i) any compliance certificate delivered under the Term Loan Credit Agreement. as soon as available, but in any event within 15 days after the start of each of Parent Borrower’s fiscal years, (j) copies of Parent 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 3 years, certified by the chief financial officer of Parent Borrower as being such officer’s good faith estimate of the financial performance of Parent Borrower during the period covered thereby. if and when filed by Parent Borrower's , (k) Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reportscurrent reports (if any when requested by Agent), and (l) any other filings made by Parent Borrower with the Securities SEC, and Exchange Commission, if any, as soon as the same are filed, or (m) any other information that is provided by Parent Borrower to its shareholdersshareholders generally. 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, (n) notice of such event or condition and a statement of the curative action that 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 Parent Borrower or any of its Subsidiaries, (o) notice of all actions, suits, or proceedings brought by or against Parent Borrower 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, (t) any other report information reasonably requested by the Lender Group relating to the financial condition of BorrowerParent Borrower 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 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.Schedule 5.2

Financial Statements, Reports, Certificates. Deliver or cause to Agent, with copies be delivered to each Lender Lenders: (a) as soon as available, but in any event within 45 ninety (90) days after the end of each month during each of Borrower's fiscal yearscalendar year, consolidated financial statements including a company prepared balance sheet and sheet, income statement, in each case, on a consolidated basis, covering Borrower's operations and statement of cash flow of Borrower and its Subsidiaries during such period, prepared and audited by a certified public accounting firm whose identity is approved in advance by Lenders; (b) as soon as available, but in any event within 45 ninety (90) days after the end of each quarter during Borrower's fiscal yearscalendar quarter, consolidated financial statements of Borrower and its Subsidiaries, prepared by Borrower or by a company prepared balance sheet, income statement, and statement of cash flows, certified public accountant firm whose identity is approved in each case on a consolidated basis, covering Borrower's operations during such periodadvance by Lenders; and (c) as soon as available, but in any event within 90 sixty (60) days after following the end commencement of each calendar year, an annual financial projection for such calendar year, including a balance sheet, income statement, and statement of Borrower's fiscal years, financial statements cash flow of Borrower on and its Subsidiaries during such period, prepared by Borrower or by a consolidated basis for each such fiscal year, audited by independent certified public accountants accounting firm whose identity is approved in advance by Lenders; and (d) such additional financial information as Lenders may reasonably acceptable to Agent and certifiedrequest. Each of the items in subsections (a) through (d), inclusive, above shall be accompanied by a certificate, without any qualifications, by such accountants or by Borrower (as applicable to the each document) to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent Lenders stating that such accountants do not have knowledge of the existence of any Event of Default or event that with notice and/or the passage of time would become an 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 financial statements referred to above, Borrower also shall agrees to deliver to AgentLenders, with copies within the specified time periods, financial statements prepared on a consolidated basis so as to present Borrower and each Lender, of Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports’s Subsidiaries on a consolidated basis, 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 Borrowereach such related entity separately. Each monthquarter, together with the financial statements provided pursuant to this Section 6.3(a)5.3, Borrower shall deliver to Agent, with copies to each Lender Lenders 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 Lenders 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 7.215.2 (and demonstrating such compliance in reasonable detail), and (viv) on the date of delivery of such certificate to Agent Lenders there does not exist any condition or event that constitutes a Default an Event of Default, or with notice and/or the passage of time would constitute an 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 Lenders and to release to Agent such Lenders whatever financial information concerning Borrower that Agent reasonably Lenders may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, upon Agent's requestLenders, at Borrower's ’s expense, copies of Borrower's ’s financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Lenders any information they may at any time 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) 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 (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 45 30 days after the end of each month during each of Borrower's Parent’s fiscal years, a company prepared (a) an unaudited consolidated and consolidating balance sheet and sheet, income statement, in each case, on a consolidated basis, and statement of cash flow covering Borrower's Parent’s and its Subsidiaries’ operations during such period; , and (b) a Compliance Certificate, together with both (i) either (A) copies of all Form 8-Ks that have been filed during such period or (B) written notice in such Compliance Certificate listing the Form 8-Ks that have been filed during such period, and (ii) either (A) any other filings made by Parent or any of its Subsidiaries with the SEC during such period or (B) written notice in such Compliance Certificate listing such other filings that have been made during such period. as soon as available, but in any event within 45 days after the end of each quarter (each such date, the “Quarterly Deadline”) during Borrower's each of Parent’s fiscal years, a company prepared (c) an unaudited consolidated and 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 , provided, however, that if Parent has filed any of the items listed in clause (c) above in its Form 10-Q quarterly report with the SEC by the applicable Quarterly Deadline, then Parent shall (i) provide Agent written notice (in the Compliance Certificate or elsewhere) by the applicable Quarterly Deadline that Parent has filed its Form 10-Q with the SEC and (ii) deliver to Agent by the applicable Quarterly Deadline copies of any items listed in clause (c) above that were not filed with the SEC, provided, further, however, that if Parent has been granted an extension by the SEC for the filing of a Form 10-Q quarterly report, Parent shall deliver to Agent (i) by the applicable Quarterly Deadline, all of the items listed in clause (c) above, (ii) within 2 Business Days of receiving such extension, a copy of such extension and the document that sets forth the extension date on which Parent is required to file the Form 10-Q, and (iii) on the date that the Form 10-Q quarterly report is filed with the SEC, written notice describing the Form 10-Q that was filed with the SEC, and (d) a Compliance Certificate. as soon as available, but in any event within 90 120 days after the end of each of Borrower's Parent’s fiscal yearsyears (each such date, the “Annual Deadline”), (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 (i) “going concern” or like qualification or exception, (ii) qualification or exception as to the scope of such audit, or (iii) 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), 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 ), provided, however, that if Parent has filed any of the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, items listed in clause (e) above in its Form 10-K annual report with the SEC by the applicable Annual ReportsDeadline, then Parent shall (i) provide Agent written notice (in the Compliance Certificate or elsewhere) by the applicable Annual Deadline that Parent has filed its Form 10-K with the SEC and (ii) deliver to Agent by the applicable Annual Deadline copies of any items listed in clause (e) above that were not filed with the SEC, provided, further, however, that if Parent has been granted an extension by the SEC for the filing of a Form 10-K annual report, Parent shall deliver to Agent (i) by the applicable Annual Deadline, unaudited consolidated and consolidating financial statements of Parent and its Subsidiaries for such fiscal year (such unaudited financial statements to include a balance sheet, income statement, and statement of cash flow), (ii) by the earlier of (A) the date that is 120 days after the end of such fiscal year, and (B) the date that the Form 810-K Current Reportsannual report is filed with the SEC, notice of all of the items listed in clause (e) above that are filed with the SEC (if any) and copies of all of the items listed in clause (e) above that were not filed with the SEC, (iii) within 2 Business Days of receiving such extension, a copy of such extension and the document that sets forth the extension date on which Parent is required to file the Form 10-K, and any other filings made by Borrower (iv) on the date that the Form 10-K annual report is filed with the Securities SEC, a copy of the Form 10-K that was filed with the SEC, and Exchange Commission, if any, (f) a Compliance Certificate. as soon as available, but in any event within 30 days prior to the same are filedstart of each of Parent’s fiscal years, (g) copies of Parent’s and its Subsidiaries’ Projections, in form and substance (including as to scope and underlying assumptions) 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 such officer’s good faith estimate of the financial performance of Parent and its Subsidiaries during the period covered thereby. if and when distributed by Parent or any of its Subsidiaries, (h) any other information that is provided by Borrower Parent or any of its Subsidiaries 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 could reasonably 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 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.Schedule 5.2

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 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 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 adjustmentsBorrower's Form 10(Q); (d) within fifteen (15) days after their being filed with the SEC or any other regulatory agency, and provideda copy of all documents filed with the SEC or such other regulatory agency; (e) if applicable, further, that, with respect to such monthly copies of all 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 reports and notices sent or made available generally by Borrower to its security 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 senior management ordinary course of Borrowerbusiness as Bank may reasonably request from time to time; and (h) and fairly present within 30 days of the financial condition last day of each fiscal quarter, a report signed by Borrower, (ii) 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 representations and warranties 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 contained in this Agreement or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and the other Loan Documents are true and correct in all material respects on and as C of the date of such certificate, as though made on and as of such date (except Intellectual Property Security Agreement delivered to the extent that such representations and warranties relate solely to an earlier date), (iii) Bank by Borrower is not in default connection with respect to any of its obligations to any Material Carrier under any Carrier this 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 indepxxxxxx 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 (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 Parent’s first three fiscal yearsquarters of any fiscal year, a company prepared (a) unaudited consolidated and consolidating balance sheet and income statement, in each case, on a consolidated basis, statements of cash flow 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 Parent’s fiscal years, (c) 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 (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 to the Initial Lenders prior to the Closing Date, and (d) a Compliance Certificate, promptly, but in any event within 5 days after any Borrower has knowledge of, (e) any event or condition that constitutes a Default or an Event of Default, notice of such event or condition and a statement of the curative action that Borrowers propose to take with respect thereto, (f) any default or breach under, or termination of, any Material Contract of any Loan Party or Subsidiary, notice of such default, breach or termination and a statement of the curative action that Borrowers propose to take with respect thereto, (g) any material development in connection with disputes with suppliers to or customers of the Borrowers, including, without limitation, commencement and completion of arbitration, notice of such material development, (h) 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 action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq.; any pending or threatened revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Health Care Permit or Registration, (i) any allegations of licensure violations or fraudulent acts or omissions involving any Loan Party or any of its Subsidiaries, (j) 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, (k) the exclusion or debarment from any Government 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 (l) to the extent any 2015 Note Purchase Documents, 2017 Note Purchase Documents, 2017 Term Facility 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 any such amendment, modification, refinancing or other change. Together promptly, but in any event within 5 days of any Borrower providing or receiving, as applicable, (m) copies of all settlement agreements entered into by a Loan Party, (n) any notice received by a Loan Party or any of its Subsidiaries alleging potential or actual violations of any Health Care Law, (o) 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, (p) 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 (q) any notice that any Product of any Loan Party or any of its Subsidiaries has been seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing, or the commencement of any proceedings seeking the withdrawal, recall, suspension, import detention, or seizure of any Product are pending or threatened against any Loan Party or any of its Subsidiaries. Promptly, but in any event within 15 days after (r) form 10-K annual reports, and the same are required to be filed with the aboveSEC, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form (s) form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportspromptly after the commencement thereof or any material development therein, and Form 8-K Current Reportsbut in any event within 5 days after the service of process with respect thereto on Parent or any of its Subsidiaries, and (t) notice of the commencement or any other filings made by Borrower with the Securities and Exchange Commissionmaterial development in all actions, if any, as soon as the same are filedsuits, or proceedings brought by or against Parent or any of its Subsidiaries before any Governmental Authority (i) alleging a potential or actual violation of Health Care Laws, or (ii) which could otherwise reasonably could be expected to result in a Material Adverse Effect. upon the reasonable request of Agent or the Required Lenders, (u) 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 BorrowerParent or its Subsidiaries. Each month, together with the financial statements provided Documents required to be delivered pursuant to Section 6.3(a), Borrower 5.1 of the Agreement in respect of information filed by any Loan Party with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities shall deliver be deemed to have been delivered on the date on which such items have been made publicly available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Schedule 5.2 Provide Agent (and if so requested by Agent, with copies to for each Lender a certificate signed by its chief financial officer to the effect that: (iLender) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members each of the Lender Group hereunder have been prepared in accordance with GAAP (exceptdocuments set forth below at the following times, 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 satisfactory 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 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 : (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. 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 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 Treasurer 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 Provide Agent (and if so requested by Agent, with copies to for each Lender Lender): (a) as soon as available, but in any event within 45 30 days after prior to the end start of each month during each of Borrower's Parent’s fiscal years, a company prepared balance sheet and income statementcopies of Parent’s Projections, in each caseform and substance (including as to scope and underlying assumptions) satisfactory to Agent, on a consolidated basisin its Permitted Discretion, covering Borrower's operations for the forthcoming 3 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 during such period; the period covered thereby, (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 Parent’s fiscal years, 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 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, and statement of cash flow and, if prepared, such accountants' ’ letter to management. Together with the above), Borrower also shall deliver to Agent(c) if and when filed by any Credit Party, with copies to each Lender, Borrower's such Credit Party’s Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reportscurrent reports filed with the SEC, 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: (id) 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 event Excess Availability plus Qualified Cash is less 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 $50,000,000 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 most recent date of delivery of such the reports and certificate to Agent there does not exist any condition required under Section 5.2(a), or event that constitutes a Default or Event of Default (orshall have occurred and be continuing, in each of the case of clauses (i)financial statements, (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, accountantsreports, or other third parties to deliver to Agentitems set forth on Schedule 5.3 at the times specified therein. In addition, upon Agent's request, at Borrower's expense, copies each Credit Party agrees that none of Borrower's financial statements, papers related theretoits Subsidiaries will have a fiscal year different from that of such Credit Party.

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 Xxxxxx 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 Xxxxxxx 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 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 suppxxx 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, 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 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 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 Xxxh 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. 6.4

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 Lender 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. 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, 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 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 7.20 or and 7.21, and (viv) on the date of delivery of such certificate to Agent Lender 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). In addition to the foregoing, the 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 Agentthe Lender, upon Agent's requestas soon as available, at Borrower's expense, copies but in any event (a) within 30 days after the beginning of each fiscal year of Borrower's financial , a copy of the plan and forecast (including a projected closing balance sheet and projected income statements and funds flow statements) of Borrower for such fiscal year; and (b) within 30 days after the end of the second fiscal quarter of the Borrower in each fiscal year, papers related theretoan update of each plan and forecast delivered with respect to the fiscal year in which such fiscal quarter occurs, reflecting changes in such plan resulting from actual and then anticipated results and forecasts.

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 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, 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 Borrower shall deliver to Agent, with copies to each Lender Fremont: (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, profit and loss 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 and certified, without any qualifications, by Fremont. All 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 annual financial statements shall include a balance sheet, sheet and profit and loss statement, and statement of cash flow and, if prepared, such together with the accountants' letter to management. Together with the above, Borrower shall also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly ReportsQs, Form 10-K Annual Reports, and Form Ks or 8-K Current ReportsKs, 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 shareholdersshall be filed therewith, and any other report reasonably requested by the Lender Group Fremont relating to the Collateral or the financial condition of Borrower. Each month, together with the including financial statements provided pursuant to Section 6.3(a)projections, Borrower shall deliver to Agent, with copies to each Lender and a certificate signed by its the chief financial officer of Borrower to the effect that: (i) with respect to financial statementsthat all reports, 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 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 Fremont under this Section 6.5 fairly present the financial condition of Borrower, (ii) the representations Borrower 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) there exists on the date of delivery of such certificate to Agent there does not exist any Fremont no condition or event that which constitutes a Default or an Event of Default (orDefault. If Borrower is a parent company of one or more subsidiaries or is a subsidiary of another company, then, in the case of clauses (i), (ii), (iii), or (iv), addition to the extent of any non-compliancefinancial statements referred to above, describing such non-compliance Borrower agrees to deliver financial statements prepared on a consolidating basis so as to which he or she may have knowledge present Borrower and what action Borrower has takeneach such related entity separately, 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 theretoon a consolidated basis.

Financial Statements, Reports, Certificates. Deliver to Administrative 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 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 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. Borrower also shall deliver to Agent, with copies to each Lender, Administrative 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 Administrative Agent relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section SECTION 6.3(a), Borrower shall deliver to Agent, with copies to each Lender Administrative 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 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 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 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 SECTION 7.20 or 7.21(and demonstrating such compliance in reasonable detail), 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 taken, is taking, or proposes to take with respect thereto). Borrower shall issueshall, upon the request of Administrative Agent's prior written request, issue 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 that Administrative Agent reasonably may request. Upon Administrative Agent's prior written request, Borrower hereby irrevocably authorizes shall authorize and direct all auditors, accountants, or other third parties to deliver to Administrative 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 Administrative Agent any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Deliver to Agent, the Agent with copies to for each Lender each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to the Lead Lenders (or if no Lead Lenders, the Required Lenders): As soon as available, but in any event within 30 days (45 days in the case of a month that is the last month of a Fiscal Quarter and 60 days in the case of a month that is the end of the Fiscal Year) after the end of each month during each Fiscal Year, (a) an unaudited consolidated balance sheet, income statement, statement of cash flow and shareholders’ equity covering the Borrower’s and its Subsidiaries’ operations during such period and the then elapsed portion of such Fiscal Year, which financial statements were prepared in accordance with GAAP except as otherwise expressly noted therein. as soon as available, but in any event within 45 days (120 days in the case of a Fiscal Quarter that is the end of a Fiscal Year) after the end of each month Fiscal Quarter during each Fiscal Year, (b)(x) an unaudited consolidated balance sheet, income statement, statement of cash flow and shareholders’ equity covering the Borrower's fiscal years’s and its Subsidiaries’ operations during such period and the then elapsed portion of such Fiscal Year, which financial statements (i) were prepared in accordance with GAAP except as otherwise expressly noted therein, (ii) are certified by a company Responsible Officer as fairly presenting in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, and (iii) compared to the figures for the corresponding quarter and portion of the Borrower’s prior Fiscal Year, subject with respect to clauses (i) and (ii) to the absence of footnotes and normal year-end audit adjustments, together with a corresponding discussion and analysis of financial condition and results or operations from management, and (y) a Compliance Certificate of a Responsible Officer (i) certifying (A) as to whether there exists a Default or Event of Default on the date of such certificate, and to the extent any exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto and (B) as to the details of all Dispositions, issuances of Indebtedness and acquisitions that have occurred during such period, (ii) certifying to and attaching the insurance binder for any insurance coverage of any Loan Party or any Subsidiary that was renewed, replaced or modified during such period, and (iii) setting forth reasonably detailed calculations of the financial covenants set forth in Section 6 of the Agreement. as soon as available, but in any event within 120 days after the end of each Fiscal Year, (c) consolidated financial statements of the Borrower and its Subsidiaries for each such Fiscal Year, audited by, and accompanied by a report and opinion of, Ernst & Young LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to the Required Lenders 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 Article 6 of the Agreement), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet and income statementrelated consolidated statements of income, cash flows, and shareholder’s equity) and to the effect that such financial statements present fairly in each case, all material respects the financial condition and results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis, covering Borrower's operations and (d) a Compliance Certificate of a Responsible Officer (i) certifying (A) as to whether there exists a Default or Event of Default on the date of such certificate, and to the extent any exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto and (B) as to the details of all Dispositions, issuances of Indebtedness and acquisitions that have occurred during such period; , (bii) certifying to and attaching the insurance binder for any insurance coverage of any Loan Party or any Subsidiary that was renewed, replaced or modified during such period, (iii) setting forth reasonably detailed calculations with the financial covenants in Section 6 of the Agreement and (iv) including (A) updated Schedules 4.1(b), 4.1(c), 4.21 and 4.23 to the Agreement, (B) updated Schedule 2 to the Guaranty and Security Agreement and (C) updated Schedules 9 and 12 to the Perfection Certificate. as soon as available, but in any event within 30 days after the start of each of each Fiscal Year, (e) copies of the Borrower’s Projections, in form and substance reasonably consistent with the projections provided to the Agent prior to closing (including as to scope and underlying assumptions) for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer of the Borrower as being the Borrower’s good faith estimate of the financial performance of the Borrower during the period covered thereby. concurrently with the delivery of the financial statements referred to in clause (c) above, (f) a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge of any Default or Event of Default during the course of their examination (such certificate to be in accordance with the requirements of applicable accounting guidelines). if and when filed by Holdings and/or the Borrower, (g) copies of Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports and (h) copies of any other filings made by Holdings and/or the Borrower with the SEC, or any Governmental Authority succeeding to any or all functions of the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally. concurrently with their delivery thereunder, (i) copies of any financial reports, statements and other materials required to be delivered to any person pursuant to the ABL Facility or the terms of any other Material Indebtedness, including (for the avoidance of doubt) each borrowing base certificate (other than in connection with a borrowing thereunder) and report regarding the cash and Cash Equivalents of the Loan Parties delivered under the ABL Facility. promptly after the furnishing thereof to the board of directors (or the audit committee of the board of directors) of the Borrower (j) copies of any detailed final audit reports, management letters or recommendations submitted by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them. promptly, but in any event within 3 Business Days after the Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, (k) notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto promptly after the commencement thereof or any material development therein, but in any event within 5 Business Days after the service of process with respect thereto on Holdings, the Borrower or any of its Subsidiaries, (l) notice of all actions, suits, or proceedings brought by or against Holding, the Borrower or any of its Subsidiaries before any arbitrator or Governmental Authority, or any material development therein, which reasonably could be expected to result in a Material Adverse Effect and a statement setting forth details thereof and any action proposed to be taken with respect thereto. promptly upon the occurrence thereof, but in any event with 3 Business Days of such occurrence, (m) notice of: (i) any event or other development by which the Borrower or any of its Subsidiaries (A) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) becomes subject to any Environmental Liability, (C) receives notice of any claim with respect to any Environmental Liability, or (D) becomes aware of any basis for any Environmental Liability which, in respect of each of clauses (A) - (D), individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect, (ii) any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of any Loan Party in an aggregate amount exceeding the Threshold Amount, (iii) any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries or the Indebtedness under the ABL Facility, (iv) for so long as the Borrower and its Subsidiaries maintain a corporate family rating, any announcement by Xxxxx’x or S&P of any change or possible change in the corporate family rating of the Borrower and its Subsidiaries, and/or (v) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, and a statement setting forth the details thereof and any action proposed to be taken with respect thereto. as soon as available, but in any event within 45 days after (90 days in the case of a Fiscal Quarter that is the last quarter of a Fiscal Year) (n) with respect to the Rolling Stock that constitutes Collateral, a certificate setting forth, as of the end of each quarter during Borrower's fiscal yearsthe previous Fiscal Quarter and for the portion of the Fiscal Year then ended, certified by an appropriate officer of the Loan Parties as true and correct, (1) a company prepared balance sheetsummary report of the Rolling Stock that constitutes Collateral reflecting (w) beginning Rolling Stock, income statement(x) additions to Rolling Stock, (y) dispositions of Rolling Stock and statement of cash flows(z) ending Rolling Stock, in each case on a consolidated basiscase, covering Borrower's operations during such period; setting forth the following information: the date of acquisition, the manufacturer, the model year, the model, the approximate mileage, the vehicle identification number (or other similar serial number), the Loan Party that is the owner, and the internal tracking number, and (c2) such other further information related thereto 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 Lead Lender (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 there is no Lead Lender, Borrower's Form 10-Q Quarterly Reportsthe Agent) may reasonably request). upon the request of Agent or any Lender, 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 (o) 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 condition, business affairs and results of Borroweroperations of Holdings, the Borrower 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 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 yearSchedule 5.1-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter5 Schedule 5.19 Post-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.Closing

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 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 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, detailed calculation of EBITDA for the month and trailing twelve months, 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; (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; (c) as soon as available, but in no event later than Tuesday of each week, a rolling 13-week cash flow forecast (in form and substance reasonably satisfactory to Foothill) covering Borrower’s and its Subsidiaries’ operations during such period, together with a certificate from the chief accounting officer of such accountants addressed to Agent stating Borrower representing and warranting that such accountants do not have knowledge 13-week cash flow forecast represents management’s good faith estimates of the existence future financial performance, based on historical performance; and (d) as soon as available but in no event later than Tuesday of any Default or Event each week, a detailed rolling month to date report (in form and substance reasonably satisfactory to Foothill) covering Borrower’s and its Subsidiaries’ cash and Cash Equivalents, including an indication of Defaultwhich amounts constitute Qualified Cash. Such audited financial statements (audited and unaudited) set forth in subsections (a) and (b) herein 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 also shall agrees to 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 prepared 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 consolidating basis so as to which he or she may have knowledge present Borrower 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 theretoeach consolidated entity separately.”

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 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 and, commencing with the month of August 1998, 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 Borrowersuch IRIS's fiscal years, financial statements of Borrower on a consolidated basis IRIS 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 the above, Borrower IRIS also shall deliver to Agent, with copies to each Lender, Borrower's Foothill IRIS' Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower IRIS with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower IRIS 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 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 theretoIRIS.

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 have reviewed this Agreement and that during the course of their audit they did not have obtain knowledge of the existence of any Default or Event of Default; provided that, in preparing and providing -------- such certificate, such accountants shall not be required to engage in any special procedures (other than review of this Agreement) in which they would not otherwise have engaged in connection with such audit but for the requirements of this Agreement. 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 shareholdersshareholders 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). 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 Foothill 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 (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: if an Event of Default has occurred and is continuing, 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 Borrower’s fiscal quarters) after the end of each month during each of Borrower's ’s fiscal years, a company prepared (a) an unaudited consolidated and consolidating balance sheet and sheet, income statement, in each case, on a consolidated basis, statement of cash flow and statement of shareholder’s equity covering Parent Borrower's ’s and its Subsidiaries’ operations during such period; period and compared to the prior period and plan, together with a corresponding discussion and analysis of results from management, (b) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, (c) a calculation of the Fixed Charge Coverage Ratio and the Total Leverage Ratio that is required to be delivered under the Agreement, and (d) any compliance certificate delivered under the ABL Credit Agreement. as soon as available, but in any event within 45 days after the end of each quarter during each of Borrower's ’s fiscal years, a company prepared (e) an unaudited consolidated and 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 Parent Borrower's ’s and its Subsidiaries’ operations during such period; period and compared to the prior period and plan, prepared in accordance with GAAP as well as on an internally-determined “mark-to-market” basis, together with a corresponding discussion and analysis of results from management, (f) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, (g) a calculation of the Fixed Charge Coverage Ratio and Total Leverage Ratio that is required to be delivered under the Agreement, (h) a certification of compliance with all applicable United States Department of Agriculture and the Food and Drug Administration rules and policies and rules and policies of any other Governmental Authority relating to Food Security Laws, including, if requested by Agent, a third-party expert certification audit or Food and Drug Administration inspection of the Loan Parties quality system, and (ci) any compliance certificate delivered under the ABL Credit Agreement. as soon as available, but in any event within 90 days after the end of each of Parent Borrower's ’s fiscal years, (j) consolidated and consolidating financial statements of Parent 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 Article 7 of the Agreement (other than any qualification or exception attributable solely to the occurrence of the stated maturity of any Revolving Loans within 12 months after the date of such opinion)), 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 ), as well as on an internally-determined “mark-to-market” basis, (k) a Compliance Certificate along with the aboveunderlying calculations, Borrower also shall deliver including the calculations to arrive at EBITDA to the extent applicable, (l) a calculation of the Fixed Charge Coverage Ratio and Total Leverage Ratio that is required to be delivered under the Agreement, and (m) any compliance certificate delivered under the ABL Credit Agreement. as soon as available, but in any event within 15 days after the start of each of Parent Borrower’s fiscal years, (n) copies of Parent Borrower’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, with copies to each Lenderexercising reasonable (from the perspective of a secured term-based lender) business judgment, Borrower's for the forthcoming 3 years, certified by the chief financial officer of Parent Borrower as being such officer’s good faith estimate of the financial performance of Parent Borrower during the period covered thereby. if and when filed by Xxxxxx Xxxxxxxx, (o) Form 10-Q Quarterly Reportsquarterly reports, Form 10-K Annual Reportsannual reports, and Form 8-K Current Reportscurrent reports (if any when requested by Agent), and (p) any other filings made by Parent Borrower with the Securities SEC, and Exchange Commission, if any, as soon as the same are filed, or (q) any other information that is provided by Parent Borrower to its shareholdersshareholders generally. 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, (r) notice of such event or condition and a statement of the curative action that Xxxxxxxx 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 Parent Borrower or any of its Subsidiaries, (s) notice of all actions, suits, or proceedings brought by or against Parent Borrower 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, (t) any other report information reasonably requested by the Lender Group relating to the financial condition of BorrowerParent Borrower 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 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.Schedule 5.2

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 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 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 consolidated 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, 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 Default; and (c) at the end of a fiscal year a monthly budget for the following fiscal year. 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, The financial statements referred to above shall be prepared on a consolidated basis for 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 BorrowerSubsidiaries. Each fiscal 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), ) 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). 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 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 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. 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 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 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 (and if so requested by Agent, with copies for each Revolving 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 ((x) 45 days in the case of a month that is the end of one of Administrative Borrower’s first three fiscal quarters and (y) 60 days in the case of a month that is the end of Administrative Borrower’s fourth fiscal quarter) after the end of each month during each of Administrative Borrower's ’s fiscal years, a company prepared (a) an unaudited consolidated balance sheet and sheet, income statement, in each casestatement of cash flow and shareholders’ equity covering Parent’s, on a consolidated basis, covering Administrative Borrower's ’s and its Subsidiaries’ operations during such period; period and compared to the prior period and plan, together with a corresponding discussion and analysis of results from management, (b) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable (in the case of the year-end monthly certificate, noting that the calculations that therein are subject to change based on results of the audit), (c) a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Term Loan Credit Agreement, and (d) any compliance certificate delivered under the Term Loan Credit Agreement. Note: SEC filings will satisfy for fiscal quarter months. 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 Administrative Borrower's ’s fiscal years, (e) consolidated financial statements of Parent, Administrative 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 Article 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 ), (f) a Compliance Certificate along with the aboveunderlying calculations, Borrower also shall deliver including the calculations to Agentarrive at EBITDA to the extent applicable, 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 (g) a calculation of the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information Fixed Charge Coverage Ratio 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 required to be delivered to any one or more members of under 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 Term 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 Credit 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.and

Financial Statements, Reports, Certificates. Deliver Each Borrower shall deliver the following to Agent, with copies to each Lender Bank: (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 yearscalendar month, a company prepared consolidated balance sheet sheet, income, and income statement, in each case, on a consolidated basis, cash flow statement covering Borrower's ’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within 45 ninety (90) days after the end of each quarter during Borrower's ’s fiscal yearsyear, a company audited consolidated financial statements of Borrower prepared balance sheetin accordance with GAAP, income statementconsistently applied, and statement together with an unqualified opinion on such financial statements of cash flows, in each case on a consolidated basis, covering Borrower's operations during such periodan independent certified public accounting firm reasonably acceptable to Bank; and (c) as soon as available, but in any event within 90 forty-five (45) days after the end of each of Borrower's fiscal yearsquarter and each fiscal year, consolidating financial statements of Borrower on a consolidated basis for each such fiscal yearAlliance Holdings, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been Inc. prepared in accordance with GAAP, together with consistently applied, in a certificate form acceptable to Bank; (d) copies of such accountants addressed all quarterly and annual statements, reports and material notices sent or made available generally by Borrower to Agent stating that such accountants do not have knowledge its security holders or to any holders 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 Subordinated Debt and, if preparedapplicable, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form all reports on Forms 10-K and 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereof, if anya 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 $100,000 or more; (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; and (g) within thirty (30) days after 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 soon well as any material change in Borrower’s intellectual property, 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 C of the same are filed, or any other information that is provided Intellectual Property Security Agreement delivered to Bank by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrowerin connection with this Agreement. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, Bank with copies to each Lender a certificate signed by its chief financial officer to 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 substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at the end of Borrower’s expense, provided that such period with the applicable financial covenants contained in Section 7.20 or 7.21, and audits will be conducted no more often than every six (v6) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or months unless an Event of Default (or, in has occurred and is continuing and the case fees for such audits shall be reasonable and customary for a transaction 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 theretothis type.