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

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.

Financial Statements, Reports, etc. Deliver to each Lenderthe Agent: (a) As soon as is practicable, available but in any event within 100 not later than forty-five (45) days after the end close of each fiscal year quarter of Amtran the consolidated and consolidating balance sheets of Amtran and its Affiliates as of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end close of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited Amtran and its Affiliates' consolidated and consolidating statements, statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end flow of such fiscal quarter and that portion of the corresponding figures fiscal year of Amtran ending with such quarter, all prepared in accordance with GAAP, consistently applied, certified by the Vice President-Controller or Chief Financial Officer of Borrower as being complete and correct and fairly presenting the consolidated and consolidating financial condition of Amtran and its Affiliates and results of operations as of the end of the preceding fiscal year, such quarter and for that portion of the corresponding period in fiscal year of Amtran ending with such quarter, accompanied by a statement from the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration and treasurer of the Borrower to the effect stating that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion as of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal such quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any no Default or Event of Default andexisted or, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Defaultdid exist, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of statement describing such Default or Event of Default and what the action the Borrower has taken, is taking and or proposes to take with respect thereto; and; (b) as soon as available but not later than one hundred twenty (120) days after the close of each fiscal year of Amtran, Amtran and its Affiliates' consolidated and consolidating balance sheets as of the close of such year, and consolidated and consolidating statements, statements of income and retained earnings and cash flow for such year, prepared in accordance with GAAP, consistently applied, together with the notes thereon and the report of the Independent Public Accountant thereof, audited and reported on by an Independent Public Accountant. Such Independent Public Accountant's report shall state that the consolidated statements present fairly the financial position of Amtran and its Affiliates in accordance with GAAP, and shall be free from exceptions, reservations or qualifications as a result of which such Independent Public Accountant is unable to conclude that the financial statements fairly present or adequately disclose the financial condition of Amtran and its Affiliates and shall not be limited because of restricted or limited access by such Independent Public Accountant to any material portion of Amtran's or any of its Affiliates' records and shall be accompanied by a statement from such Independent Public Accountant that during the examination no Default or Event of Default came to their attention. Such report shall also be accompanied by a certificate from the vice president and treasurer of Borrower stating that as of the end of such year no Default or Event of Default existed or, if such did exist, a statement describing such Default or Event of Default and the action Borrower has taken or proposes to take with respect thereto; (c) at the time Borrower furnishes each set of financial statements required by paragraph (a) above, a certificate of the senior financial officer of Borrower (i) to the effect that no Default has occurred and is continuing (or, if any Default has occurred and is continuing describing the same in reasonable detail), (ii) setting forth the computations necessary to determine whether Borrower is in compliance with Section 6.09, 6.10 and 6.11 hereof and (iii) setting forth the value of the Aviation Property as set forth on the most recent Appraisal Report of Aviation Property by Avmark; (d) promptly upon receipt thereof, any management letters provided to Borrower by the Independent Public Accountant containing any reference to any material inadequacy, defect, problem, qualification or other lack of satisfactory accounting controls utilized by Borrower or any of its Affiliates; (e) Promptly upon after sending or filing thereof, copies of all reports, proxy statements and financial statements which Amtran and its Affiliates sends to any executive officer of securities exchange or to the Borrower Securities and Exchange Commission or any successor agency thereof; and (f) as soon as available but not later than twenty-five (25) days after the end of its Subsidiaries obtaining knowledge of (i) each month, the institution of any actionquarterly cash forecast, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development as most recently updated and in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed form and substance satisfactory to the Lenders)Agent, whichof Amtran and its Affiliates; (g) as soon as available but not later than forty-five (45) days after the close of each fiscal quarter of Amtran, a quarterly line of business report, profit and loss report, including a comparison of plan vs. actual results for Amtran and its Affiliates in each case might reasonably be expected form and substance satisfactory to have a Material Adverse Effect, prompt notice thereof and the Agent; and (h) such other information statements or reports as the Agent may be reasonably available request in form and detail satisfactory to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersAgent.

Financial Statements, Reports, etc. Deliver It will furnish to the Agent, each LenderLender and each Fronting Bank: (a) As as soon as is practicable, but available and in any event within 100 120 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related a consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations sheet of the Borrower and its Consolidated Subsidiaries as at of the end of, and for, of such fiscal year and that the related consolidated statements of income, retained earnings and cash flows for such financial statements were prepared fiscal year, setting forth in accordance with GAAP applied consistently throughout each case in comparative form the periods reflected therein and with prior periodsfigures for the previous fiscal year, all reported on in a manner reasonably acceptable to the SEC by Deloitte & Touche LLP or other independent public accountants of nationally recognized standing; (b) As as soon as is practicable, but available and in any event within 60 75 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Borrower, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited a consolidated balance sheet of the Borrower and its Consolidated SubsidiariesSubsidiaries as of the end of such quarter and the related consolidated statements of income for such quarter, as for the portion of the Borrower’s fiscal year ended at the end of such fiscal quarter, and for the twelve months ended at the end of such quarter, and the related unaudited statements consolidated statement of income and cash flows for such quarter and for the period from the beginning portion of the then current Borrower’s fiscal year to ended at the end of such fiscal quarter quarter, setting forth comparative figures for previous dates and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower periods to the effect that such financial statementsextent required in Form 10-Q, while not examined all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency by independent public accountants, reflect, in his opinion and in the opinion a Financial Officer of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together simultaneously with the any delivery of the each set of financial statements referred to in paragraphs subsections (a) and (b) of this Section 5.1above, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration Financial Officer of the Borrower, substantially in the form of Exhibit D hereto Borrower (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Sections 5.11 and 5.12 on the date of such financial statements, and (ii) stating whether or not the signer has knowledge of any Default or Event of Default exists on the date of such certificate and, if so, specifying each such any Default or Event of Default of which then exists, setting forth the signer has knowledge details thereof and the nature thereof and (ii) demonstrating in reasonable detail compliance action that the Borrower is taking or proposes to take with the provisions of Sections 6.7 and 6.8respect thereto; (d) Promptly upon any executive officer simultaneously with the delivery of each set of financial statements referred to in subsection (a) above, a statement of the Borrower firm of independent public accountants that reported on such statements (i) stating whether anything has come to their attention to cause them to believe that any Default or any Event of its Subsidiaries obtaining knowledge Default existed on the date of such statements and (ii) confirming the calculations set forth in the Financial Officer’s certificate delivered simultaneously therewith pursuant to subsection (c) above; (e) forthwith upon becoming aware of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer a Financial Officer of the Borrower specifying setting forth the nature details thereof and period of existence of such Default or Event of Default and what the action that the Borrower has taken, is taking and or proposes to take with respect thereto; (f) promptly upon the filing thereof, copies of each final prospectus (other than a prospectus included in any registration statement on Form S-8 or its equivalent or with respect to a dividend reinvestment plan) and all reports on Forms 10-K, 10-Q and 8-K and similar reports that the Borrower shall have filed with the SEC, or any Governmental Authority succeeding to any of or all the functions of the SEC; (g) if and when any member of the Controlled Group (i) gives or is required to give notice to the PBGC of any Reportable Event with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; (ii) receives notice from a proper representative of a Multiemployer Plan of complete or partial Withdrawal Liability being imposed upon such member of the Controlled Group under Title IV of ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, or appoint a trustee to administer, any Plan, a copy of such notice; and (eh) Promptly upon any executive officer promptly, from time to time, such additional information regarding the financial position or business of the Borrower and its Subsidiaries as the Agent, at the request of any Lender or any Fronting Bank, may reasonably request. As promptly as practicable after delivering each set of its Subsidiaries obtaining knowledge of financial statements as required in subsection (ia) the institution of any actionabove, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or shall make available a copy of the consolidating workpapers used by the Borrower in preparing such consolidated statements to each Fronting Bank and each Lender that shall have requested such consolidating workpapers. Each Lender and Fronting Bank that receives such consolidating workpapers shall hold them in confidence as required by Section 8.15; provided that neither any Lender nor any Fronting Bank may disclose such consolidating workpapers to any other person pursuant to clause (iv) of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersSection 8.15.

Financial Statements, Reports, etc. Deliver So long as any Purchaser or any transferee thereof shall hold any of the Preferred Stock purchased by it pursuant to this Agreement, the Company shall furnish to each Lendersuch Purchaser and to each such subsequent holder: (a) As soon as is practicable, but in any event within 100 120 days after the end of each fiscal year of the BorrowerCompany, (i) either (A) a consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity balance sheet of the Borrower Company and each of its Consolidated Subsidiaries for subsidiaries as of the end of such fiscal year and the related consolidated balance sheets statements of operations and retained earnings, changes in stockholders’ equity and cash flows of the Company and each of its subsidiaries for the fiscal year then ended, together with supporting notes thereto, certified in accordance with generally accepted accounting principles, without qualification as at the end to scope of such yearaudit, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion a firm of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present standing selected by the consolidated financial position Company and results of operations of reasonably acceptable to the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsPurchasers; (b) As soon as is practicable, but in any event within 60 45 days after the end of each of fiscal quarter in each fiscal year (other than the first three last fiscal quarters of quarter in each fiscal year), either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited a consolidated balance sheet of the Borrower Company and each of its Consolidated Subsidiariessubsidiaries and the related consolidated statements of operations and retained earnings and cash flows of the Company and each of its subsidiaries, unaudited but certified by the principal financial officer of the Company and each such subsidiary, respectively, such balance sheet to be as at of the end of such fiscal quarter, quarter and the related unaudited such statements of income operations and retained earnings and cash flows to be for such fiscal quarter, for the corresponding fiscal quarter of the immediately preceding fiscal year, for the period from the beginning of the fiscal year to the end of such fiscal quarter and for the period from the beginning of the then current immediately preceding fiscal year to the end of the corresponding fiscal quarter in such fiscal year, in each case subject to normal year-end adjustments; (c) within 45 days after the end of each month in each fiscal year (other than the last month in each fiscal quarter), a consolidated balance sheet of the Company and each of its subsidiaries and the related consolidated statement of operations and retained earnings, unaudited but certified by the principal financial officer of the Company and each of its subsidiaries, such balance sheets to be as of the end of such month and such statements of operations and retained earnings to be for such month and for the period from the beginning of the fiscal year to the end of such month, in each case subject to normal year-end adjustments; (d) prior to the beginning of each fiscal quarter year of the Company (and with respect to any revision thereof, promptly after such revision has been prepared), a proposed annual operating budget for the corresponding figures Company and each of its subsidiaries, including projected monthly income statements, cash flow statements during such fiscal year and a projected consolidated balance sheet as of the end of the preceding such fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate monthly financial statement furnished pursuant to (substantially in the form of Exhibit Dc) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that above shall reflect variances from such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiariesoperating budget, as the case same may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only from time to year-end and audit adjustments and to the absence of footnote disclosuretime be revised; (ce) Together with promptly upon filing, copies of all registration statements, prospectuses, periodic reports and other documents filed by the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower Company or any of its Subsidiaries obtaining knowledge of subsidiaries with the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature Securities and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretoExchange Commission; and (ef) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any actionpromptly, suitfrom time to time, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information regarding the operations, business, affairs and financial condition of the Company or any subsidiary as any Purchaser may be reasonably available to it request. The obligations of the Company under paragraphs (without waiver c), (d) and (e) above shall cease at such time as the Company shall have effected an initial public offering of any applicable evidentiary privilege) to enable its equity securities registered under the Lenders to evaluate such mattersSecurities Act.

Financial Statements, Reports, etc. Deliver Borrower shall furnish to Lender the following, each Lenderin such form and such detail as Lender shall reasonably request: (ai) As soon as is practicable, but in any event within 100 days Within ten (10) Business Days after the end of each fiscal year month of Borrower, unaudited Financial Statements of Borrower as of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end last day of such fiscal quartermonth, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed certified by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration controller of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly in all material respects the financial position of the Borrower and its Consolidated Subsidiariescondition, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended and other information presented therein and to have been prepared in conformity accordance with GAAP consistently applied, subject only to year-normal year end and audit adjustments and to the absence of footnote disclosureexcept that no footnotes need be included with such Financial Statements; (cii) Together Contemporaneously with the delivery of monthly financial statements required by the statements referred to in paragraphs foregoing clause (a) and (b) of this Section 5.1i), a certificate of the president or chief financial officer, chief accounting officer or a vice president responsible for of Borrower showing compliance with the financial administration of the Borrower, substantially covenants set forth in the form of Exhibit D hereto (i) Section 5.3 and stating whether or not the signer has knowledge of any Default or that no Event of Default andand no Default has occurred, or, if so, specifying each any such Default or Event of Default of which the signer or Default has knowledge and occurred, a statement as to the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and; (eiii) Promptly upon any executive officer As soon as possible and in no event later than five (5) Business Days after a Responsible Officer becoming aware of the occurrence or existence of: (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual or overtly threatened litigation, suits, claims or disputes against Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration involving potential monetary damages payable by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or any of their assets, more (alone or in the aggregate); (iiC) any material development in any such action, suit, proceeding, investigation other event or arbitration (whether or not previously disclosed to the Lenders), which, in each case might condition which could reasonably be expected to have a Material Adverse Effect; or (D) any Event of Default or Default; the statement of the president or chief financial officer of Borrower setting forth details of such event, prompt notice thereof condition, Event of Default or Default and such other information as may be reasonably available the action which Borrower has taken or proposes to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.take with respect thereto; and

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 90 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' ’ equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10-K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10-K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit DC) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D C hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and thereof, (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.6, 6.7 and 6.86.10 and (iii) setting forth in a schedule (in the form of Schedule 5.1(c) attached hereto) a description of the Mortgage Warehouse Facilities and Servicing Advance Facilities in effect on the last day of the most recently ended fiscal quarter; (d) As soon as practicable, but in any event within 90 days after the end of each fiscal year of the Borrower, detailed projections of the Borrower and its Consolidated Subsidiaries for the following fiscal year and, as soon as available, significant revisions of any such projections; (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (ef) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.

Financial Statements, Reports, etc. Deliver Furnish to the Administrative Agent and each Lender: (a) As soon as is practicable, but in any event within 100 95 days after the end of each fiscal year of year, its annual report on Form 10-K as filed with the BorrowerSEC, (i) either (A) including its consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year balance sheet and the related consolidated balance sheets earnings statement showing its consolidated financial condition as at of the end close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of other independent certified public accountants of recognized national standing, which standing selected by the Company and accompanied by an opinion shall state of such accountants (without a “going concern” qualification or exception and without any qualification or exception with respect to the scope of such opinion) to the effect that said such consolidated financial statements fairly present the consolidated Company’s financial position condition and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared on a consolidated basis in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsGAAP; (b) As soon as is practicable, but in any event within 60 50 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the its quarterly report on Form 10-Q as filed by the Borrower with the Securities and Exchange Commission or (ii) the SEC, including its unaudited consolidated balance sheet and related consolidated earnings statement, showing its consolidated financial condition as of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end close of such fiscal quarter and the corresponding figures as consolidated results of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that its operations during such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the then elapsed portion of the fiscal year (and each delivery of such statements shall be deemed a representation that such statements fairly present the Company’s financial condition and results of their operations for the quarter then ended on a consolidated basis in conformity accordance with GAAP consistently appliedGAAP, subject only to normal year-end and audit adjustments and to the absence of footnote disclosurefootnotes); (c) Together concurrently with the any delivery of the financial statements referred to in paragraphs under paragraph (a) and or (b) of this Section 5.1above, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto Financial Officer (i) stating whether or not the signer has knowledge of any Default or certifying that no Event of Default andor Default has occurred or, if so, specifying each such Default or an Event of Default of which the signer or Default has knowledge and occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) demonstrating calculating the Consolidated Leverage Ratio in reasonable detail compliance with as of the provisions last day of Sections 6.7 the applicable fiscal period and 6.8;calculating the Consolidated Interest Coverage Ratio in reasonable detail for the period of four fiscal quarters ending on the last day of such fiscal period; and (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Defaultpromptly, a certificate of the presidentfrom time to time, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been effectively delivered (including for purposes of Section 8.1(b)) on the date on which the Company provides notice to the Administrative Agent (which notice the Administrative Agent shall promptly provide to the Lenders) that such information has been posted on the SEC website on the Internet at ▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇ (or any successor website), on the Company’s IntraLinks site at ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or at another relevant website identified in such notice and accessible by the Lenders without charge. Any such notice by the Company or the Administrative Agent may be reasonably available by e-mail to it (without waiver of any applicable evidentiary privilegethe addresses provided in or pursuant to Sections 8.1(b) to enable the Lenders to evaluate such mattersand 8.1(c).

Financial Statements, Reports, etc. Deliver The Partnership will deliver to each Lenderholder of a Note: (a) As as soon as is practicablepracticable and, but in any event case, within 100 90 days after the end close of each fiscal year year, two copies (together with a further copy which the Partnership shall deliver directly to the National Association of Insurance Commissioners, Securities Valuation Office, 195 Broadway, N.Y., N.Y. 10007) of the Borrower, (i) either (A) consolidated statements statement of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity financial condition of the Borrower Partnership and its Consolidated Subsidiaries for such year and the related consolidated balance sheets setting forth its financial condition as at of the end of such fiscal year, or (B) together with consolidated statements of income, cash flows, changes in partnership capital and changes in liabilities subordinated to claims of general creditors of the Form 10K filed Partnership for such fiscal year, in each case setting forth, in comparative form, the figures for the preceding fiscal year, all in reasonable detail, such financial statements to be accompanied by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion with respect thereto of independent certified public accountants of recognized national standing▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or another Independent Certified Public Accountant, which opinion shall state that said consolidated (x) the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and, accordingly, included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, and (y) such financial statements present fairly present the consolidated financial position condition of the Partnership and Consolidated Subsidiaries at such date and the results of operations of the Borrower thereof for such period and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were have been prepared in accordance with GAAP applied generally accepted accounting principles consistently throughout the periods reflected therein and with prior periodsapplied, except for noted changes in application in which such accountants concur; (b) As as soon as is practicablepracticable and, but in any event case, within 60 45 days after the end of each of the first three fiscal quarters of first, second and third quarterly accounting periods in each fiscal year, either two copies of (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the an unaudited consolidated balance sheet statement of financial condition of the Borrower Partnership and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures Subsidiaries as of the end of such accounting period, and (ii) unaudited consolidated statements of income of the preceding fiscal year, Partnership and its Consolidated Subsidiaries for the quarterly accounting period and for the fiscal year to date, setting forth in each case in comparative form the figures for the corresponding period periods a year earlier, prepared and certified by the principal financial officer of the Partnership as complete and correct, as having been prepared in the preceding fiscal yearaccordance with generally accepted accounting principles consistently applied and as presenting fairly such financial condition and results of operations, subject, in each case, together with a certificate to changes resulting from year-end audit adjustments; (substantially c) promptly upon receipt thereof, two copies of each report other than those referred to in the form of Exhibit Dparagraph (a) signed by the chief financial officerhereof (including, without limitation, the chief accounting officer auditors' comment letter to management) submitted to JFC, the Partnership or a vice president responsible for financial administration any Subsidiary by independent certified public accountants in connection with any annual, interim or special audit; (d) promptly upon distribution thereof, copies of the Borrower to the effect that all such financial or other statements (including proxy statements) and reports as JFC, while not examined by independent public accountants, reflect, in his opinion and in the opinion Partnership or any Subsidiary shall send to any class of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiariespartners or shareholders, as the case may be, its bank lenders or holders of any issue of its debt securities; (e) promptly after filing thereof, copies of all reports, proxy statements and registration statements that JFC, the Partnership or any Subsidiary shall file with any securities exchange or the SEC, or any governmental or public authority or agency substituted therefor; (f) promptly upon receipt thereof, copies of all notices received from United States, Canadian or any other Permitted Nation or any state, provincial or local governmental or public authorities or agencies relating to any order, ruling, statute, regulation or other law or directive that might materially adversely affect the financial condition or business of the Partnership or any Subsidiary; (g) promptly after the institution of any suit, action or proceeding against (or derivatively on behalf of) the Partnership or any Subsidiary which involves a claim which (i) on its face seeks to recover actual damages in excess of $1,000,000 or (ii) presents a reasonable possibility of success by the claimant(s) of collecting an amount (including damages, fees and expenses) in excess of $1,000,000, a reasonably detailed written report thereof; (h) promptly, and in any event within 45 days after the end of each of the first, second and third quarterly accounting periods in each fiscal year, and within 90 days after the close of each fiscal year, an Officer's Certificate setting forth a Net Capital computation for the Partnership (or, if the Partnership is operating pursuant to paragraph (a)(1)(ii) of Rule 15c3-1, an Alternative Net Capital computation) as at the end of the each quarterly fiscal quarter period, and the results of their operations for the quarter then ended in conformity with GAAP consistently appliedcertifying such computation as true and correct; provided, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1however, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto that so long as (i) stating whether the Partnership shall be required to submit a report for such quarterly fiscal period on Part I, II or not IIA of Form X-17A-5 (and accompanying information if any) to the signer has knowledge SEC pursuant to Rule 17a-5 of any Default or Event the General Rules and Regulations of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and SEC under the nature thereof Securities Exchange Act and (ii) demonstrating in reasonable detail compliance with such report shall provide the provisions of Sections 6.7 computation required by this paragraph (h), the Partnership may submit such report (and 6.8accompanying information if any), certified as set forth above; (di) Promptly as soon as available, a copy of the annual audited report filed by the Partnership pursuant to paragraph (d)(2) of Rule 17a-5 of the General Rules and Regulations of the SEC under the Securities Exchange Act, together with the supporting schedules filed with said report pursuant to paragraph (d)(3) of said Rule; provided, however, that should said Rule 17a-5 lapse or be repealed, in whole or in part, the Partnership shall deliver such other information or reports as it shall be required to file in its status as a broker or dealer of securities with the SEC or any successor agency thereto; (j) immediately upon any executive partner or officer of the Borrower or any of its Subsidiaries Partnership obtaining knowledge of any new designation of an Examining Authority, an Officer's Certificate specifying such new Examining Authority; (k) immediately upon any partner or officer of the occurrence Partnership obtaining knowledge of any Default condition or event which constitutes or which, after notice or lapse of time or both, would constitute an Event of Acceleration or an Event of Default, a certificate of the presidentan Officer's Certificate, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default thereof and what action the Borrower Partnership has taken, taken or is taking and or proposes to take with respect thereto; and; (el) Promptly immediately upon any executive officer becoming aware of the Borrower or occurrence of any of its Subsidiaries obtaining knowledge of (i) the institution "reportable event," as such term is defined in Section 4043 of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assetsERISA, or (ii) "prohibited transaction," as such term is defined in Section 4975 of the Code and Section 406 of ERISA, in connection with any Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Partnership is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service or the Labor Department with respect thereto; (m) at the time of release thereof, copies of all press releases of the Partnership or any Subsidiary concerning any event or condition material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders)business, whichprospects, in earnings, properties or condition, financial or other, of any of them; (n) promptly after the execution thereof, a copy of each case might reasonably be expected amendment to have the Partnership Agreement, other than an amendment made solely to reflect additional capital contributions to the Partnership by a Material Adverse EffectPartner; and (o) promptly upon request therefor, prompt notice thereof and such other data, filings and information as any holder may be from time to time reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver The Company shall furnish to each LenderSeries Preferred Holder: (ai) As soon as is practicable, but in any event within 100 ninety (90) days after the end of each fiscal year of the Borrower, (i) either (A) Company a consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity balance sheet of the Borrower Company and its Consolidated Subsidiaries for subsidiaries, if any, as of the end of such fiscal year and the related consolidated balance sheets as at statements of income, stockholders’ equity and cash flows for the end of such yearfiscal year then ended, or (B) the Form 10K filed prepared in accordance with generally accepted accounting principles and certified by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion a firm of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present standing selected by the consolidated financial position and results Board of operations Directors of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsCompany; (bii) As soon as is practicable, but in any event within 60 thirty (30) days after the end of every other month (or at the end of any other month, if requested by a Series Preferred Holder) in each of fiscal year (other than the first three fiscal quarters of last month in each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited a consolidated balance sheet of the Borrower Company and its Consolidated Subsidiariessubsidiaries, if any, and the related consolidated statements of income, stockholders’ equity and cash flows, unaudited but prepared in accordance with generally accepted accounting principles and certified by the President or Chief Financial Officer of the Company, such consolidated balance sheet to be as at of the end of such fiscal quarter, month and the related unaudited such consolidated statements of income income, stockholders’ equity and cash flows to be for such quarter month and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal yearmonth, in each case, together case with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible comparative statements for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof prior fiscal year and (ii) demonstrating in reasonable detail compliance with the provisions current annual budget, provided that the Company’s obligations under this Section 11(a)(ii) shall terminate upon the closing of Sections 6.7 and 6.8the IPO; (diii) Promptly upon as soon as practicable, but in any executive officer event prior to the commencement of each fiscal year, a budget and business plan for such fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (iv) promptly following receipt by the Company, each audit response letter, accountant’s management letter and other written report submitted to the Company by its independent public accountants in connection with an annual or interim audit of the Borrower books of the Company or any of its Subsidiaries obtaining knowledge subsidiaries; (v) promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries that could materially adversely affect the occurrence Company or any of any Default its subsidiaries, if any; (vi) promptly upon sending, making available or Event of Defaultfiling the same, a certificate of all press releases, reports and financial statements that the president, chief financial officer Company sends or chief accounting officer of makes available to its stockholders or directors or files with the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretoCommission; and (evii) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any actionpromptly, suitfrom time to time, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information regarding the business, prospects, financial condition, operations, property or affairs of the Company and its subsidiaries, if any, as such Series Preferred Holder reasonably may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 90 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated and consolidating statements of income (or operations) and consolidated and consolidating statements of cash flows and changes in stockholders' ’ equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated and consolidating balance sheets as at the end of such year, or (B) the Form 10-K filed by the Borrower with the Securities and Exchange Commission (which shall contain the consolidating financial statements described in the preceding clause (A)) and (ii) if not included in such Form 10-K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present in all material respects the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsperiods and reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit; (b) As soon as is practicable, but in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission (which shall contain the consolidating financial statements described in the following clause (ii)) or (ii) the unaudited consolidated and consolidating balance sheet sheets of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited consolidated statements of income and cash flows and consolidating statements of income for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit DB) signed by the chief financial officer, the chief accounting officer officer, treasurer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly in all material respects the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D B hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and thereof, (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 6.6, 6.7, 6.10 and 6.86.15, (iii) setting forth in a schedule (in the form of Schedule 5.1(c) attached hereto) a description of the Mortgage Warehouse Facilities and Servicing Advance Facilities in effect on the last day of the most recently ended fiscal quarter and (iv) setting forth in reasonable detail a description of repurchased mortgage loans, repurchase requests (existing and new), indemnification requests and payments made for such quarter and year to date periods, and comparisons to comparable periods for the prior year; (d) As soon as practicable, but in any event within 90 days after the end of each fiscal year of the Borrower, detailed projections of the Borrower and its Consolidated Subsidiaries for the following two fiscal years; (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and; (ef) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse EffectEffect or which relates to any Fundamental Document, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters; (g) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the failure to maintain Borrowing Base Compliance, prompt notice thereof specifying the period of such non-compliance, the extent of such non-compliance and what actions the Borrower has taken, is taking and proposes to take with respect thereto; (i) On the Closing Date, and (ii) within ten Business Days following the end of each calendar month thereafter, other than in the case of each calendar month that is also the end of a fiscal quarter, in which case, within fifteen Business Days following the end of such calendar month (or at such other times as the Administrative Agent may reasonably request), a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonably detail) substantially in the form of Exhibit E (each, a “Borrowing Base Certificate”), which shall be prepared as of the last Business Day of such month (or, in the case of the Borrowing Base Certificate delivered on the Closing Date, as of June 29, 2012, or if any such Borrowing Base Certificate is delivered more frequently than monthly, as of the last Business Day of the week preceding such delivery). Each such Borrowing Base Certificate shall include all such supporting information as may be reasonably requested from time to time by the Administrative Agent; and (i) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request. Any financial statement or filing with the Securities and Exchange Commission required to be delivered under this Agreement shall be deemed to have been delivered on the date on which the Borrower notifies the Lenders it has posted such financial statement or filing on its website on the internet at ▇▇▇.▇▇▇.▇▇▇ or that such financial statement or filing is posted on the website of the Securities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇.

Financial Statements, Reports, etc. Deliver In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) As soon as is practicable(i) subject to any Financial Statement Margin Increases required pursuant to Section 2.06(d), but in any event within 100 days after for the end of fiscal year ending December 31, 2011, on or prior to September 30, 2012 and (ii) for each fiscal year thereafter, by April 15 of the Borrowerfollowing fiscal year, (i) either (A) its consolidated balance sheet and related statements of income (or operations) income, stockholders’ equity and consolidated statements of cash flows and changes in stockholders' equity showing the financial condition of the Borrower and its Consolidated consolidated Subsidiaries for as of the close of such fiscal year and the related consolidated balance sheets as at results of its operations and the end operations of such Subsidiaries during such fiscal year, or (B) together with comparative figures for the Form 10K filed by the Borrower immediately preceding fiscal year commencing with the Securities and Exchange Commission and (ii) if not included in such Form 10Kfiscal year ended December 31, an opinion of 2013, all audited by Ernst & Young LLP or other independent certified public accountants of recognized national standing, standing and accompanied by an opinion of such accountants (which opinion shall state be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than a “going concern” explanatory note or similar qualification or exception solely with respect to, or resulting from, the fact that said the final maturity date of any of the Term Loans hereunder is less than one year after the date of such opinion)) to the effect that such consolidated financial statements fairly present the consolidated financial position condition and results of operations of the Borrower and its Consolidated consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared on a consolidated basis in accordance with GAAP applied consistently throughout applied, together with a discussion provision reasonably acceptable to the periods reflected therein and with prior periodsAdministrative Agent; (b) As soon as is practicable(i) subject to any Financial Statement Margin Increases required pursuant to Section 2.06(d), but in any event for each of the fiscal quarters ending September 30, 2011, March 31, 2012 and June 30, 2012, on or prior to September 30, 2012 and (ii) for each of the first three fiscal quarters of each fiscal year thereafter, within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited its consolidated balance sheet and related statements of income, and cash flows showing the financial condition of the Borrower and its Consolidated Subsidiaries, consolidated Subsidiaries as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end close of such fiscal quarter and the corresponding results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year commencing with the fiscal year ended December 31, 2013 (or earlier if available), all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments, together with a discussion provision reasonably acceptable to the Administrative Agent and absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer in the form of Exhibit H (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.10 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow and (iii) setting forth the net ▇▇▇▇-to-market position for the Interest Rate/Currency Hedging Agreements and Eligible Commodity Hedging Agreements, in each case secured by Liens permitted pursuant to Section 6.02(k), respectively, then outstanding for each counterparty, as reasonably determined by the Borrower; (d) if, as a result of any change in accounting principles and policies from those used in the preparation of the financial statements delivered pursuant to Section 3.05(a), the consolidated financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 5.04(a) or 5.04(b) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made and if (and only if) the Borrower has made a request as described in the last paragraph of Section 1.02 with respect to one or more such changes (unless and until an amendment as contemplated by such last paragraph of Section 1.02 has been approved by the Required Lenders), then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation in form and substance reasonably satisfactory to Administrative Agent; (e) within 30 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of the preceding fiscal year, and for such fiscal year and setting forth the corresponding period in assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (f) promptly after the preceding fiscal yearsame become publicly available, in each casecopies of all periodic and other reports, together with a certificate (substantially in the form of Exhibit D) signed proxy statements and other materials filed by the chief financial officerIntermediate Holdings, the chief accounting officer Borrower or a vice president responsible for financial administration any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the Borrower functions of said Commission, or with any national securities exchange, or distributed to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiariesshareholders, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (cg) Together with promptly after the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer receipt thereof by Intermediate Holdings or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence their respective subsidiaries, a copy of any Default or Event of Default“management letter” received by any such Person from its certified public accountants and the management’s response thereto; (h) promptly after the request by any Lender, a certificate of all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretoUSA PATRIOT Act; and (ei) Promptly upon any executive officer promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Intermediate Holdings, the Borrower or any of its Subsidiaries obtaining knowledge of (i) Subsidiary, or compliance with the institution terms of any actionLoan Document, suitas the Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 5.04(a), proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, (b) or (iif) any material development in (to the extent any such actiondocuments are filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably shall be expected deemed to have a Material Adverse Effect, prompt notice thereof been delivered on the date on which such documents are posted on the publicly available website of the Securities and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersExchange Commission.

Financial Statements, Reports, etc. Deliver The Company shall furnish to each Lenderof WCAS VII and FFT Partners, prior to the consummation of the Company's IPO and for so long as WCAS VII or FFT Partners, as applicable, shall hold at least 25% of the Securities (or securities into which such Securities are converted, exchanged or reclassified) purchased by WCAS VII or FFT Partners hereunder: (a) As soon as is practicable, but in any event within 100 90 days after the end of each fiscal year of the BorrowerCompany, (i) either (A) a consolidated balance sheet of the Company as of the end of such fiscal year and the related consolidated statements of income (or operations) operations and consolidated statements of cash flows and retained earnings, changes in stockholders' equity and cash flows of the Borrower and its Consolidated Subsidiaries Company for such the fiscal year and the related consolidated balance sheets then ended, together with supporting notes thereto, certified in accordance with generally accepted accounting principles, without qualification as at the end to scope of such yearaudit, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion a firm of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present standing selected by the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsCompany; (b) As soon as is practicable, but in any event within 60 30 days after the end of each of month in each fiscal year (other than the first three fiscal quarters of last month in each fiscal year), either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited a consolidated balance sheet of the Borrower Company and its Consolidated Subsidiariesthe related consolidated statement of operations and retained earnings, unaudited but certified by the principal financial officer of the Company, such balance sheets to be as at of the end of such fiscal quarter, month and the related unaudited such statements of income operations and cash flows retained earnings to be for such quarter month and for the period from the beginning of the then current fiscal year to the end of such month, in each case subject to normal year-end adjustments; (c) within 30 days prior to the beginning of each fiscal quarter year of the Company (and with respect to any revision thereof, promptly after such revision has been prepared), a proposed annual operating budget for the corresponding figures Company, including projected monthly income statements, cash flow statements during such fiscal year and a projected consolidated balance sheet as of the end of the preceding such fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate monthly financial statement furnished pursuant to (substantially in the form of Exhibit Db) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that above shall reflect variances from such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiariesoperating budget, as the case same may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only from time to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default time be revised; and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly promptly upon any executive officer filing, copies of all registration statements, prospectuses, periodic reports and other documents filed by the Borrower Company or any of its Subsidiaries obtaining knowledge of Subsidiary with the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature Securities and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersExchange Commission.

Financial Statements, Reports, etc. Deliver TUC (and TU Electric and Enserch, to the extent such information relates to TU Electric or Enserch, as applicable, only) will furnish to the Agents and each Lender: (a) As as soon as is practicable, but available and in any event within 100 120 days after the end of each fiscal year of the BorrowerTUC, (i) either (A) a consolidated statements balance sheet of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower TUC and its Consolidated Subsidiaries for as of the end of such fiscal year and the related consolidated balance sheets as at the end statements of income, retained earnings and cash flows for such fiscal year, or (B) setting forth in each case in comparative form the Form 10K filed by figures for the Borrower with previous fiscal year, all reported on in a manner reasonably acceptable to the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As as soon as is practicable, but available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited year of TUC a consolidated balance sheet of the Borrower TUC and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures Subsidiaries as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results related consolidated statements of their operations income for such quarter, for the quarter then portion of TUC's fiscal year ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to at the absence of footnote disclosure;end (c) Together simultaneously with the any delivery of the each set of financial statements referred to in paragraphs (a) and (b) above, (i) an unconsolidated balance sheet of this Section 5.1TUC and the related unconsolidated statements of income, retained earnings and cash flows as of the same date and for the same periods applicable to the statements delivered pursuant to paragraph (a) or (b) above, as applicable, all certified (subject to normal year-end adjustments in the case of quarterly statements) as to fairness of presentation, GAAP and consistency by a Financial Officer or TUC and (i) a certificate of a Financial Officer of TUC (B) setting forth in reasonable detail the chief calculations required to establish whether TUC was in compliance with the requirements of Sections 5.11 and 5.12 on the date of such financial officerstatements, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto and (iB) stating whether or not the signer has knowledge of any Default or Event exists on the date of Default such certificate and, if soany Default then exists, specifying each such Default or Event of Default of which setting forth the signer has knowledge details thereof and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, which TUC is taking and or proposes to take with respect thereto; and; (ed) Promptly upon any executive officer simultaneously with the delivery of each set of financial statements referred to in paragraph (a) above, a statement of the Borrower or any firm of its Subsidiaries obtaining knowledge of independent public accountants which reported on such statements (i) stating whether anything has come to their attention to cause them to believe that any Default existed on the institution date of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting such statements and (i) confirming the Borrower or any of its Subsidiaries or any of their assets, or calculations set forth in the Financial Officer's certificate delivered simultaneously therewith pursuant to paragraph (iic) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.above;

Financial Statements, Reports, etc. Deliver The Parent will furnish or cause to be furnished to the Agent (with a copy for each Lender:Bank): (a) As as soon as is practicable, available but in any event within 100 not later than 120 days after the end close of each of its fiscal year of the Borroweryears, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity financial position of the Borrower Parent and its Consolidated Subsidiaries for at the close of such fiscal year and the related consolidated balance sheets as at the end statements of income, of changes in shareholders' equity and of cash flows for such year, or (B) setting forth in comparative form the Form 10K filed by figures for the Borrower with the Securities and Exchange Commission and (ii) if not included in previous year, such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements to be reported on (such report to include the statement that such financial statements have been prepared in accordance with GAAP consistently applied during the period involved and present fairly present the consolidated financial position and results of operations of the Borrower Parent and its Consolidated Subsidiaries as at Subsidiaries) without a qualification arising out of the end ofscope of the audit, and forby KPMG Peat Marwick (or another firm of independent certified public accountants reasonably acceptable to the Required Banks), together with the statement of such fiscal year accountants that, in connection with making their examination of such financial statements, they have reviewed the provisions of this Agreement and that nothing has come to their attention to lead them to believe that any Default or Event of Default exists and in particular, but without limitation, that they have no knowledge of any Default or Event of Default under Article VIII or, if such financial statements were prepared in accordance with GAAP applied consistently throughout is not the periods reflected therein case, specifying such Default or Event of Default and with prior periodsthe nature thereof (it being understood that the examination of such accountants cannot be relied upon to give them knowledge of any Default or Event of Default except as it relates to accounting or auditing matters); (b) As as soon as is practicable, available but in any event within not later than 60 days after the end close of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet year of the Borrower Parent, a consolidated statement of financial position of the Parent and its Consolidated Subsidiaries, as Subsidiaries at the end close of such fiscal quarter, quarter and the related unaudited consolidated statements of income and of year to date cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal yearquarter, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed such financial statements to be certified by the chief financial executive officer, the chief accounting financial officer or a vice president responsible for senior financial administration officer of the Borrower to Parent as being complete and correct, prepared in accordance with GAAP consistently applied during the effect that such period involved and fairly presenting the consolidated financial statements, while not examined by independent public accountants, reflect, in his opinion position and in the opinion results of operations of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower Parent and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations Subsidiaries for the quarter period then ended in conformity with GAAP consistently applied, (subject only to normal year-end and audit adjustments and to the absence of footnote disclosureadjustments); (c) Together together with the each delivery of the financial statements referred pursuant to in paragraphs paragraph (a) and or (b) of this Section 5.17.3, a certificate of the chief financial executive officer, the chief accounting financial officer or a vice president responsible for senior financial administration officer of the Borrower, substantially in the form of Exhibit D hereto (i) Parent stating whether there has occurred during the fiscal period with respect to which such financial statements are being delivered a Default or not the signer has knowledge Event of Default, and, if any Default or Event of Default andexisted or exists, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of the existence of such Default or Event of Default thereof and what action the Borrower any Obligor has taken, is taking and taken or proposes to take with respect thereto; andthereto (said certificate to contain calculations showing in reasonable detail whether the Parent is in compliance with Sections 8.10 and 8.11); (d) promptly upon their filing, copies of all registration statements and all reports on Forms 10-K, 10-Q or 8-K filed by any Obligor with the Securities and Exchange Commission or comparable documents filed with any Canadian federal or provincial securities regulatory authority; (e) Promptly upon promptly, notice of any executive officer change in the rating of the Borrower Senior Unsecured Debt of the Parent by S&P or any of its Subsidiaries obtaining knowledge of Mood▇'▇; ▇▇d (if) the institution of any actionwith reasonable promptness, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information regarding any Obligor as the Agent, or any Bank through the Agent, may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver The Lessee and JFC will ---------------------------------- deliver to the Agent with sufficient copies for each LenderFunding Party, in form and substance satisfactory to the Agent and the Required Lenders: (ai) As as soon as is practicableavailable and, but in any event case, within 100 90 days after the end close of each fiscal year year, two copies of the Borrower, (i) either (A) respective consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity financial condition of the Borrower Lessee and its Consolidated Subsidiaries for and JFC and its Subsidiaries setting forth the financial condition of such year and the related consolidated balance sheets entities as at of the end of such fiscal year, or (B) together with consolidated statements of income, cash flows, changes in partnership capital and changes in liabilities of the Form 10K filed Lessee and JFC, respectively, for such fiscal year, in each case setting forth, in comparative form, the figures for the preceding fiscal year, all in reasonable detail, such financial statements to be accompanied by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion with respect thereto of independent certified public accountants of recognized national standing▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or another Independent Certified Public Accountant, which opinion shall state that said consolidated (x) the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and, accordingly, included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, and (y) such financial statements present fairly present the consolidated financial position condition of the Lessee and its Subsidiaries and JFC and its Subsidiaries, respectively, at such date and the results of operations of the Borrower thereof for such period and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were have been prepared in accordance with GAAP applied generally accepted accounting principles consistently throughout the periods reflected therein and with prior periodsapplied, except for noted changes in application in which such accountants concur; (bii) As as soon as is practicablepracticable and, but in any event case, within 60 45 days after the end of each of the first three fiscal quarters of first, second and third quarterly accounting periods in each fiscal year, either two copies of (ix) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the respective unaudited consolidated balance sheet statements of financial condition of the Borrower Lessee and its Consolidated Subsidiaries, as at the end of such fiscal quarter, Subsidiaries and the related unaudited statements of income JFC and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures its Subsidiaries as of the end of such accounting period, and (y) the preceding fiscal year, respective unaudited consolidated statements of income of the Lessee and its Subsidiaries and JFC and its Subsidiaries for the quarterly accounting period and for the fiscal year to date, setting forth in each case in comparative form the figures for the corresponding period periods a year earlier, prepared and certified by the principal financial officer of the Lessee and JFC, respectively, as complete and correct, as having been prepared in the preceding fiscal yearaccordance with GAAP consistently applied and as presenting fairly such financial condition and results of operations, subject, in each case, together with a certificate to changes resulting from year-end audit adjustments; (substantially iii) promptly upon receipt thereof, two copies of each report other than those referred to in the form of Exhibit Dparagraph (i) signed by the chief financial officerhereof (including, without limitation, the chief accounting officer auditors' comment letter to management) submitted to JFC, the Lessee or a vice president responsible for financial administration any Subsidiary by independent certified public accountants in connection with any annual, interim or special audit; (iv) promptly upon distribution thereof, copies of the Borrower to the effect that all such financial or other statements (including proxy statements) and reports as JFC, while not examined by independent public accountants, reflect, in his opinion and in the opinion Lessee or any Subsidiary shall send to any class of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiariespartners or shareholders, as the case may be, as at the end its bank lenders or holders of the fiscal quarter and the results any issue of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosureits debt securities; (cv) Together promptly after filing thereof, copies of all reports, proxy statements and registration statements that JFC, the Lessee or any Subsidiary shall file with any securities exchange or the delivery SEC, or any governmental or public authority or agency substituted therefor, or any Business Association, including, without limitation, all Focus Reports (provided that such Focus Reports may be provided on a quarterly basis) and all amendments to any of the statements referred foregoing filed by or with respect to in paragraphs (a) the Lessee or any Subsidiary, and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge promptly after filing of any Default Form BD, Form ADV or Event of Default andCRD report or any amendment thereto that reflects any material disciplinary action, if soliability or change in financial position, an Officer's Certificate specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, Lessee is taking and or proposes to take with respect thereto; and; (evi) Promptly promptly upon receipt thereof, copies of all notices received from United States, Canadian or any executive officer other Permitted Nation or any state, provincial or local governmental or public authorities or agencies or any Business Association relating to any order, ruling, statute, regulation or other law or directive that might materially adversely affect the financial condition or business of the Borrower Lessee or any of its Subsidiaries obtaining knowledge of Subsidiary; (ivii) immediately after the occurrence or institution of thereof, an Officer's Certificate specifying any action, suit, proceeding, investigation matter that has resulted or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might could reasonably be expected to have result in a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available including, to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.extent so

Financial Statements, Reports, etc. Deliver Until the repayment or satisfaction of the Promissory Note in full and so long as PPD has a right to each Lender:purchase or holds, in the aggregate, 750,000 or more of the Warrant Shares or Conversion Shares, or a combination thereof (which number of shares shall be proportionately adjusted for stock splits, combinations, reclassifications, mergers, consolidations, reorganizations or otherwise), the Company shall furnish to PPD (and to any holder of the Warrant, the Warrant Shares and/or the Conversion Shares who, in the aggregate, has a right to purchase or holds 750,000 or more of the Warrant Shares or the Conversion Shares, or a combination thereof): (a) As soon as is practicable, but in any event within 100 ninety (90) days after the end of each fiscal year of the BorrowerCompany, (i) either (A) a consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity balance sheet of the Borrower Company and its Consolidated Subsidiaries for such year and the related consolidated balance sheets subsidiaries, if any, as at of the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial the related, consolidated statements were of income, stockholders' equity and cash flows for the fiscal year then ended, each reviewed and independently prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsGenerally Accepted Accounting Principles; (b) As soon as is practicable, but in any event within 60 forty-five (45) days after the end of each of fiscal quarter in each fiscal year (other than the first three last fiscal quarters of quarter in each fiscal year), either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited a consolidated balance sheet of the Borrower Company and its Consolidated Subsidiariessubsidiaries, if any, and the related consolidated statements of income, stockholders' equity and cash flows, unaudited and internally prepared in accordance with Generally Accepted Accounting Principles (other than accompanying notes), such consolidated balance sheet to be as at of the end of such fiscal quarter, quarter and the related unaudited such consolidated statements of income income, stockholders' equity and cash flows to be for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter quarter, in each case with comparative statements for the prior fiscal year; (c) within thirty (30) days after the end of each month in each fiscal year (other than the last month in each fiscal year), a consolidated balance sheet of the Company and its subsidiaries, if any, and the corresponding figures related consolidated statements of income, stockholders' equity and cash flows, unaudited and internally prepared in accordance with Generally Accepted Accounting Principles (other than accompanying notes), such consolidated balance sheet to be as of the end of the preceding fiscal yearsuch month and such consolidated statements of income, stockholders' equity and cash flows to be for such month and for the corresponding period in from the preceding beginning of the fiscal yearyear to the end of such month, in each case, together case with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations comparative statements for the quarter then ended in conformity with GAAP consistently applied, subject only to prior fiscal year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon at the time of delivery of each quarterly statement pursuant to SECTION 4.01(b), a management narrative report explaining all significant variances from forecasts, and all significant current developments in staffing, clinical trials, compound development, financings, marketing, sales and operations; (e) no later than thirty (30) days prior to the start of each fiscal year, consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company and its subsidiaries in respect of such fiscal year, all itemized in reasonable detail and prepared on a monthly basis, and, promptly after preparation, any executive officer revisions to any of the Borrower foregoing; (f) promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries of the type described in SECTION 3.08 that could materially adversely affect the Company or any of its Subsidiaries obtaining knowledge of subsidiaries, if any; (g) promptly upon sending, making available or filing the occurrence of any Default same, all press releases, reports and financial statements that the Company sends or Event of Defaultmakes available to its stockholders, a certificate of the president, chief financial officer directors or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretolenders; and (eh) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any actionpromptly, suitfrom time to time, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information regarding the business, prospects, financial condition, operations, property or affairs of the Company and its subsidiaries as PPD may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver The Borrower and the Guarantors will maintain, for the Consolidated Group, a system of accounting established and administered in accordance with GAAP, and furnish to each Lenderthe Lenders: (ai) As as soon as is practicableavailable, but in any event within 100 not later than 60 days after the end close of each fiscal year quarter, for the Consolidated Group an unaudited quarterly financial statement (including a balance sheet and income statement) for such period and the portion of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such fiscal year and the related consolidated balance sheets as at through the end of such period, setting forth in each case in comparative form the figures for the previous year, all certified by Equity Inns' chief financial officer or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodschief accounting officer; (bii) As soon as is practicableavailable, but in any event within not later than 60 days after the close of each fiscal quarter, for the Consolidated Group, related reports in form and substance satisfactory to the Lenders, all certified by Equity Inns' chief financial officer or chief accounting officer, including a statement of Funds From Operations, calculation of the financial covenants described below, a summary listing of capital expenditures, a report listing and describing all newly acquired Properties, including their cash flow, cost and secured Indebtedness, if any, summary property information for all Properties, and such other information as may be requested to evaluate any other certificates delivered hereunder; (iii) As soon as publicly available but in no event later than the date such reports are to be filed with the Securities Exchange Commission, copies of all Form 10Ks, 10Qs, 8Ks, and any other annual, quarterly, monthly or other reports, copies of all registration statements and any other public information filed with the Securities Exchange Commission along with all other materials distributed to shareholders and limited partners by the Borrower or the Guarantors, including a copy of the Equity Inns annual report; (iv) As soon as available, but in any event not later than sixty (60) days after the end of each of the first three fiscal quarters quarters, and not later than 90 days after the close of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities reports in form and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year substance satisfactory to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal yearLenders, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed certified by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, Equity Inns' chief financial officer or chief accounting officer containing Net Operating Income and hotel operating statements from the operators under the Permitted Operating Leases for each individual Property owned by the Borrower or a Wholly-Owned Subsidiary and included in the Borrowing Base, provided that the Borrower and the Guarantors shall in no event be obligated to furnish any such hotel operating statement any earlier than five (5) Business Days after the Borrower's receipt thereof from the applicable operator; (v) Not later than sixty (60) days after the end of each of the first three fiscal quarters, and not later than ninety (90) days after the end of the fiscal year, a compliance certificate in substantially the form of Exhibit I hereto ("Compliance Certificate") signed by the Operating Partnership and Equity Inns' chief financial officer or chief accounting officer confirming that the Borrower specifying and the nature Guarantors are in compliance with all of the covenants of the Loan Documents, showing the calculations and period of existence of computations necessary to determine compliance with the financial covenants contained in this Agreement (including such schedules and backup information as may be necessary to demonstrate such compliance) and stating that to such officer's best knowledge, there is no other Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and what status thereof; (vi) As soon as possible and in any event within 10 Business Days after any member of the Consolidated Group knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer of Equity Inns, describing said Reportable Event and within 20 days after such Reportable Event, a statement signed by such chief financial officer describing the action which the Borrower has taken, is taking and Consolidated Group proposes to take with respect thereto; andand (b) within 10 Business Days of receipt, any notice from the Internal Revenue Service, PBGC or Department of Labor with respect to a Plan regarding any excise tax, proposed termination of a Plan, prohibited transaction or fiduciary violation under ERISA or the Code which could result in any liability to the Consolidated Group in excess of $100,000; and (c) within 10 Business Days of filing, any Form 5500 filed with respect to a Plan by any member of the Consolidated Group which includes a qualified accountant's opinion. (evii) Promptly upon As soon as possible and in any executive officer event within 30 days after receipt, a copy of (a) any notice or claim to the effect that any member of the Borrower Consolidated Group is or may be liable to any Person as a result of the release by such entity or any of its Subsidiaries obtaining knowledge of (i) the institution other Person of any actiontoxic or hazardous waste or substance into the environment, suitand (b) any notice alleging any violation of any federal, proceedingstate or local environmental, investigation health or arbitration safety law or regulation by any Governmental Authority or other Person against or affecting member of the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders)Consolidated Group, which, in each case might either case, could be reasonably be expected likely to have a Material Adverse Effect; (viii) Promptly upon the distribution thereof to the press or the public, prompt notice thereof copies of all press releases; (ix) As soon as possible, and in any event within 10 days after the Borrower knows of any fire or other casualty or any pending or threatened condemnation or eminent domain proceeding with respect to all or any material portion of any Collateral Pool Asset, a statement describing such fire, casualty or condemnation and the action Borrower intends to take with respect thereto; (x) Such other information (including, without limitation, non-financial information) as the Administrative Agent or any Lender may be from time to time reasonably available to it (without waiver request. The request for a reappraisal of any applicable evidentiary privilegeCollateral Pool Asset, as long as such Collateral Pool Asset has not been the subject of an Appraisal in the preceding 12 months, is hereby deemed reasonable; and (xi) Within ten (10) Business Days after the request of the Administrative Agent, a financial statement showing Adjusted EBITDA, Ground Lease Expense, Fixed Charges and Interest Expense for the period of twelve (12) full months ending immediately prior to enable the Lenders to evaluate date of such mattersrequest.

Financial Statements, Reports, etc. Deliver The Lessee and JFC will ----------------------------------- deliver to the Agent with sufficient copies for each LenderFunding Party, in form and substance satisfactory to the Agent and the Required Lenders: (ai) As as soon as is practicableavailable and, but in any event case, within 100 90 days after the end close of each fiscal year year, two copies of the Borrower, (i) either (A) respective consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity financial condition of the Borrower Lessee and its Consolidated Subsidiaries for and JFC and its Subsidiaries setting forth the financial condition of such year and the related consolidated balance sheets entities as at of the end of such fiscal year, or (B) together with consolidated statements of income, cash flows, changes in partnership capital and changes in liabilities of the Form 10K filed Lessee and JFC, respectively, for such fiscal year, in each case setting forth, in comparative form, the figures for the preceding fiscal year, all in reasonable detail, such financial statements to be accompanied by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion with respect thereto of independent certified public accountants of recognized national standing▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or another Independent Certified Public Accountant, which opinion shall state that said consolidated (x) the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and, accordingly, included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, and (y) such financial statements present fairly present the consolidated financial position condition of the Lessee and its Subsidiaries and JFC and its Subsidiaries, respectively, at such date and the results of operations of the Borrower thereof for such period and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were have been prepared in accordance with GAAP applied generally accepted accounting principles consistently throughout the periods reflected therein and with prior periodsapplied, except for noted changes in application in which such accountants concur; (bii) As as soon as is practicablepracticable and, but in any event case, within 60 45 days after the end of each of the first three fiscal quarters of first, second and third quarterly accounting periods in each fiscal year, either two copies of (ix) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the respective unaudited consolidated balance sheet statements of financial condition of the Borrower Lessee and its Consolidated Subsidiaries, as at the end of such fiscal quarter, Subsidiaries and the related unaudited statements of income JFC and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures its Subsidiaries as of the end of such accounting period, and (y) the preceding fiscal year, respective unaudited consolidated statements of income of the Lessee and its Subsidiaries and JFC and its Subsidiaries for the quarterly accounting period and for the fiscal year to date, setting forth in each case in comparative form the figures for the corresponding period periods a year earlier, prepared and certified by the principal financial officer of the Lessee and JFC, respectively, as complete and correct, as having been prepared in the preceding fiscal yearaccordance with GAAP consistently applied and as presenting fairly such financial condition and results of operations, subject, in each case, together with a certificate to changes resulting from year-end audit adjustments; (substantially iii) promptly upon receipt thereof, two copies of each report other than those referred to in the form of Exhibit Dparagraph (i) signed by the chief financial officerhereof (including, without limitation, the chief accounting officer auditors' comment letter to management) submitted to JFC, the Lessee or a vice president responsible for financial administration any Subsidiary by independent certified public accountants in connection with any annual, interim or special audit; (iv) promptly upon distribution thereof, copies of the Borrower to the effect that all such financial or other statements (including proxy statements) and reports as JFC, while not examined by independent public accountants, reflect, in his opinion and in the opinion Lessee or any Subsidiary shall send to any class of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiariespartners or shareholders, as the case may be, its bank lenders or holders of any issue of its debt securities; (v) promptly after filing thereof, copies of all reports, proxy statements and registration statements that JFC, the Lessee or any Subsidiary shall file with any securities exchange or the SEC, or any governmental or public authority or agency substituted therefor, or any Business Association, including, without limitation, all Focus Reports (provided that such Focus Reports may be provided on a quarterly basis) and all amendments to any of the foregoing filed by or with respect to the Lessee or any Subsidiary, and promptly after filing of any Form BD, Form ADV or CRD report or any amendment thereto that reflects any material disciplinary action, liability or change in financial position, an Officer's Certificate specifying the nature thereof and what action the Lessee is taking or proposes to take with respect thereto; (vi) promptly upon receipt thereof, copies of all notices received from United States, Canadian or any other Permitted Nation or any state, provincial or local governmental or public authorities or agencies or any Business Association relating to any order, ruling, statute, regulation or other law or directive that might materially adversely affect the financial condition or business of the Lessee or any Subsidiary; (vii) immediately after the occurrence or institution thereof, an Officer's Certificate specifying any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, to the extent so applicable: (w) any breach or non-performance of, or any default under, a Contractual Obligation of the Lessee, JFC or any of their Subsidiaries; (x) any dispute, litigation, investigation, proceeding or suspension between the Lessee, JFC or any of their Subsidiaries and any Governmental Authority; (y) the commencement of, or any material development in, any litigation or proceeding affecting the Lessee, JFC or any of their Subsidiaries, including pursuant to any applicable Environmental Laws; or (z) any other Environmental Claims, which certificate shall describe what action the Lessee is taking or proposes to take with respect thereto; (viii) promptly, and in any event within 45 days after the end of each of the first, second and third quarterly accounting periods in each fiscal year, and within 90 days after the close of each fiscal year, an Officer's Certificate setting forth a Net Capital computation for the Lessee (or, if the Lessee is operating pursuant to paragraph (a)(1)(ii) of Rule 15c3-1, an Alternative Net Capital computation) as at the end of each quarterly fiscal period, and certifying such computation as true and correct; provided, -------- however, that so long as (x) the Lessee shall be required to submit ------- a report for such quarterly fiscal quarter period on Part I, II or IIA of Form X-17A-5 (and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and accompanying information if any) to the absence SEC pursuant to Rule 17a-5 of footnote disclosurethe General Rules and Regulations of the SEC under the Exchange Act and (y) such report shall provide the computation required by this paragraph (viii), the Lessee may submit such report (and accompanying information if any), certified as set forth above; (cix) Together as soon as available, a copy of the annual audited report filed by the Lessee pursuant to paragraph (d)(2) of Rule 17a-5 of the General Rules and Regulations of the SEC under the Exchange Act, together with the delivery supporting schedules filed with said report pursuant to paragraph (d)(3) of such Rule, provided, -------- however, that should said Rule 17a-5 lapse or be repealed, in whole ------- or in part, the Lessee shall deliver such other information or reports as it shall be required to file in its status as a broker or dealer of securities with the SEC or any successor agency thereto; (x) immediately upon any partner or officer of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has Lessee obtaining knowledge of any Default new designation of an Examining Authority, an Officer's Certificate specifying such new Examining Authority; (xi) immediately upon any partner or officer of the Lessee obtaining knowledge of any condition or event which constitutes or which, after notice or lapse of time or both, would constitute an Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Potential Event of Default, a certificate of the presidentan Officer's Certificate, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default thereof and what action the Borrower Lessee has taken, taken or is taking and or proposes to take with respect thereto; and; (exii) Promptly immediately upon any executive officer becoming aware of the Borrower occurrence of any of the following events affecting the Lessee, JFC or any of its Subsidiaries obtaining knowledge of ERISA Affiliate (i) but in no event more than 10 days after such event), and deliver to the institution Agent and each Funding Party a copy of any action, suit, proceeding, investigation or arbitration by any notice with respect to such event that is filed with a Governmental Authority or other Person against or affecting and any notice delivered by a Governmental Authority to the Borrower Lessee, JFC or any of its Subsidiaries or any of their assets, or (ii) any material development in any ERISA Affiliate with respect to such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.event:

Financial Statements, Reports, etc. Deliver to each Lender: (a) As Except for the financial statements for the fiscal year ended December 31, 2005, which shall be furnished no later than June 15, 2006, as soon as is practicable, but in any event within 100 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' ’ equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10-K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10-K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As Except for the financial statements for the fiscal quarter ended March 31, 2006, which shall be furnished no later than June 15, 2006, as soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit DC) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D C hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 6.6 and 6.86.7; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.

Financial Statements, Reports, etc. Deliver or cause to be delivered to each LenderBank: (a) As soon as is practicable, available but in any event within 100 no later than fifty (50) days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end close of each of the first three fiscal quarters of each of Borrower's fiscal yearyears, either (i) Borrower's unaudited consolidated statement of income and retained earnings as of the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited close of such quarter, its consolidated balance sheet and statement of income and retained earnings for that portion of the Borrower and its Consolidated Subsidiaries, as at the end of fiscal year ending with such fiscal quarter, and the related its unaudited statements consolidated statement of income and cash flows for such quarter and for the period from the beginning that portion of the then current fiscal year to the end ending with such quarter. Each of such financial statements shall be certified by a responsible officer of Borrower as being prepared in accordance with GAAP; PROVIDED, that the delivery to each Bank of a Form 10-Q Quarterly Report of the Borrower within the time period set forth above shall satisfy the Borrower's obligations pursuant to this paragraph (a); (b) as soon as available but no later than one hundred five (105) days after the close of each of its fiscal quarter years, a copy of the unqualified, audited financial statements of Borrower and such other audited financial statements of Subsidiaries of Borrower that have been prepared (if any). Such financial statements shall include at least the corresponding figures balance sheet of Borrower as of the end close of such year and statements of income and retained earnings and of changes in financial position and cash flows for such year, prepared (in the case of Borrower) on a consolidated basis, and such consolidated financial statements shall be certified by Ernst & Young or by other independent public accountants of national reputation selected by Borrower and reasonably satisfactory to Banks. The delivery to each Bank of a Form 10-K Annual Report within the time period set forth above shall satisfy the Borrower's obligations pursuant to the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) portion of this Section 5.1, a certificate 6.03(b); PROVIDED that the consolidated financial statements included in such Form 10-K shall be certified by Ernst & Young or by other independent public accountants of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default national reputation selected by Borrower and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.

Financial Statements, Reports, etc. Deliver Furnish to each Lenderthe Administrative Agent: (a) As soon as is practicable, but in any event within 100 120 days after the end of each fiscal year or, following a Qualifying IPO, at such earlier time as the IPO Entity may be required to file its annual report for such fiscal year under the Exchange Act (provided that the certificate required to be delivered under clause (c) below for such fiscal year may be delivered within 10 Business Days of such time), (i) prior to the consummation of a Qualifying IPO, the annual audited combined and consolidated statement of financial condition and the related combined and consolidated statements of operations, changes in partners’ capital and cash flows as of the end of and for such fiscal year of Group Holdings SBS and (ii) following the consummation of a Qualifying IPO, the annual audited consolidated statement of financial condition and the related consolidated statements of operations, changes in stockholders’ equity and cash flows as of the end of and for such fiscal year of the IPO Entity, in each case of clauses (i) and (ii) above, reported upon by Deloitte & Touche LLP or another independent registered public accounting firm of recognized national standing without any “scope of audit” qualification or statement from such accounting firm that such accounting firm believes substantial doubt exists about the ability of Group Holdings SBS or the IPO Entity, as applicable to continue as a going concern, and (ii) the unaudited and unconsolidated statements of results of operations and financial condition as of the end of such fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if which will not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were be prepared in accordance with GAAP applied consistently throughout but will fairly present the periods reflected therein Borrower’s results of operations and financial condition in a manner consistent with prior periodsthe historical financial statements of the Borrower;: (b) As soon as is practicablepromptly as available, but in any no event within 60 later than 90 days after the end of each of the first three fiscal quarters of each fiscal yearyear or, either following a Qualifying IPO, at such earlier time as the IPO Entity may be required to file its quarterly report for such fiscal quarter under the Exchange Act (provided that the certificate required to be delivered under clause (c) below for such fiscal quarter may be delivered within 10 Business Days of such time), (i) prior to a Qualifying IPO, the Form 10quarterly unaudited condensed, combined and consolidated statement of financial condition and condensed, combined and consolidated statements of operations, changes in partners’ capital and cash flows of Group Holdings SBS as of the end of and for such fiscal quarter and the then-Q filed elapsed portion of the fiscal year, ; provided that the quarterly unaudited consolidated statement of financial condition, changes in partners’ capital and cash flows for the fiscal quarter ending September 30, 2021 shall not be required (but the then-elapsed portion of the fiscal year ending September 30, 2021 shall still be required) and (ii) following a Qualifying IPO, the quarterly unaudited consolidated statement of financial condition and consolidated statements of operations, changes in stockholders’ equity and cash flows of the IPO Entity as of the end of and for the periods required by any securities exchange or the Borrower SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities of the Securities IPO Entity, in each case certified by a Financial Officer as presenting fairly, in all material respects, the financial position and Exchange Commission results of operations of Group Holdings SBS or the IPO Entity, as applicable, on a consolidated basis in accordance with GAAP consistently applied, except for the absence of footnotes or as otherwise described therein and subject to year-end audit adjustments and (ii) the quarterly unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited unconsolidated statements of income results of operations and cash flows for such quarter and for the period from the beginning financial condition as of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary which will not be prepared in accordance with GAAP but will fairly present the Borrower’s results of operations and financial condition in a manner consistent with the historical financial statements of the Borrower;: (c) concurrently with any delivery of financial statements under clause (a) or (b) above (but subject to present fairly extension as permitted under clauses (a) and (b) above), a certificate of a Financial Officer (i) certifying that, to the best of his or her knowledge, no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth the AUM and computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the financial position covenant contained in Section 7.10(b), including reasonably detailed calculations of Economic Net Income (to the extent not reflected in a footnote to such financial statementsFee-Related Earnings (consistent with the level of detail included in any periodic reports or registration statements filed by the IPO Entity with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities), Total Indebtedness, Combined EBITDA and Leverage Ratio; (d) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower Loan Parties or the Covered Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request; and (e) promptly following any request therefor, provide information and its Consolidated Subsidiariesdocumentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, (i) if the combined and consolidated financial statements of Group Holdings SBS or the IPO Entity, as applicable, delivered under clause (a) or (b) above do not include the assets and results of operations of each of the Guarantors (including any Person that becomes a Guarantor pursuant to Section 2.14 for purposes of complying with Section 7.07), the Loan Parties covenant and agree to furnish to the Administrative Agent equivalent audited or unaudited, as the case may be, as at the end consolidated financial statements of each of the fiscal quarter and Guarantors not so included in the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the financial statements referred to in paragraphs delivered under clause (a) or (b) above and (ii) at any time the combined and consolidated financial statements of Group Holdings SBS or the IPO Entity, as applicable, delivered under clause (a) or (b) above include the assets and results of operations of any Excluded Subsidiary, the Loan Parties covenant and agree to furnish to the Administrative Agent adjustments to the financial statements delivered under clause (a) or (b) above to eliminate the assets and results of operations of all Excluded Subsidiaries. The financial statements or adjustments required by the preceding sentence shall be furnished to the Administrative Agent at the times the corresponding financial statements are required to be delivered under clause (a) or (b) above, as applicable. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”); and (b) certain of this Section 5.1the Lenders (each, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i“Public Lender”) stating whether or may have personnel who do not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance wish to receive material non-public information with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of respect to the Borrower or any Subsidiary or Affiliate thereof, or the respective securities of its Subsidiaries obtaining knowledge any of the occurrence of any Default or Event of Defaultforegoing, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default who may be engaged in investment and what action the Borrower has taken, is taking and proposes to take other market-related activities with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any to such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.Persons’

Financial Statements, Reports, etc. Deliver Furnish to each Lenderthe Agent: (a) As soon as is practicable, but in any event within 100 95 days after the end of each fiscal year of the Borrower, (i) either (A) a copy of the Borrower's Annual Report on Form 10-K for such year, as filed with the Securities and Exchange Commission, and containing consolidated balance sheets and statements of income (or operations) and consolidated statements of changes in stockholder's equity and cash flows and changes in stockholders' equity showing the financial condition of the Borrower and its Consolidated consolidated Subsidiaries for as at the close of such year and the related consolidated balance sheets as at results of operations during such year (and setting forth comparative information for the end of such preceding fiscal year), all audited by Coopers & ▇▇▇▇▇▇▇ LLP or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of other independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of standing selected by the Borrower and its Consolidated Subsidiaries as at acceptable to the end of, Banks and for, accompanied by a report of such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsaccountants; (b) As soon as is practicable, but in any event within 60 50 days after the end of each of the first three fiscal quarters of in each fiscal yearyear of the Borrower, either (i) a copy of the Borrower's Quarterly Report on Form 10-Q for such quarter, as filed by the Borrower with the Securities and Exchange Commission or (ii) the Commission, and containing unaudited consolidated balance sheet sheets and statements of income and cash flows showing the financial condition of the Borrower and its Consolidated Subsidiaries, consolidated Subsidiaries as at the end of such fiscal quarter, quarter and the related unaudited statements results of income and cash flows for such quarter and operations for the period from the beginning of the then current fiscal year to the end elapsed portion of such fiscal quarter year (and the corresponding figures as of the end of the preceding fiscal year, and setting forth comparative information for the corresponding quarter and period in the preceding fiscal year), in each case, together with accompanied by a certificate (substantially in of the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration Financial Officer of the Borrower to the effect stating that such financial statementsstatements have been prepared in accordance with GAAP and are true, while not examined by independent public accountants, reflect, correct and complete in his opinion all material respects and in the opinion of the Borrower, all adjustments necessary to fairly present fairly the financial position condition of the Borrower and its Consolidated Subsidiaries, as the case may be, consolidated Subsidiaries as at the end of the fiscal such quarter and the their results of their operations for the quarter period then ended ended, in conformity with GAAP consistently applied, each case on the basis stated therein and subject only to year-end and audit adjustments and to the absence of footnote disclosureadjustments; (c) Together with the delivery statements furnished pursuant to paragraph (a) of this Section 5.04, a copy of any management letter, prepared by the statements independent public accountants referred to in such paragraph and delivered to the Borrower, commenting on accounting and control procedures; provided, however, that, if such management letter is not delivered by the independent public accountants at the time that the statements are furnished pursuant to paragraph (a) of this Section 5.04, then such management letter will be furnished to the Banks within ten (10) business days after receipt thereof by the Borrower; (d) with the statements furnished pursuant to paragraphs (a) and (b) of this Section 5.15.04, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration Financial Officer of the Borrower, substantially in (x) certifying that to the form best of Exhibit D hereto (i) stating whether or not the signer has his knowledge of any Default or no Event of Default andor event which, if soupon notice or lapse of time or both, specifying each such Default or would constitute an Event of Default has occurred during the fiscal period covered by such statements, or, if such an Event of which Default or event has occurred, specifying the signer has knowledge nature, the extent and the nature duration thereof and (iiy) demonstrating in reasonable detail setting forth calculations (where applicable) which demonstrate compliance with Sections 6.01, 6.02, 6.06, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15 herein as of the provisions date of Sections 6.7 such financial statements, or, if such compliance has not been maintained, setting forth that an Event of Default has occurred and 6.8specifying the nature, extent and duration of such noncompliance; (de) Promptly promptly upon any executive officer submission or distribution, as the case may be, copies of all material reports and other materials submitted by the Borrower or any of its Subsidiaries obtaining knowledge to any Governmental Authority or to the stockholders of the occurrence Borrower, except such reports or other materials that are prepared in the ordinary course of business and which would not involve circumstances reasonably likely to result in an action to be taken by any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of Governmental Authority materially adverse to the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretoits Subsidiaries taken as a whole; and (ef) Promptly upon any executive officer promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting Guarantors as the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in Agent may reasonably request; provided that any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed information provided to the Lenders), which, Agent shall be provided subject to the provisos contained in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof clauses (1) and such other information as may be reasonably available to it (without waiver 2) of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersSection 5.09.

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 90 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarterof, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.

Financial Statements, Reports, etc. Deliver The Borrower shall deliver or cause to each be delivered to the Lender: (1) Not later than 60 days after the end of each first, second and third fiscal quarter, a copy of the Borrower's 10-Q as filed with the Securities and Exchange Commission or if such filing is no longer required, a balance sheet and a statement of revenues and expenses of the Borrower and a statement of cash flow of the Borrower for such fiscal quarter and for the period beginning on the first day of the fiscal year and ending on the last day of such fiscal quarter (in sufficient detail to indicate the Borrower's compliance with the financial covenants set forth in this Article 0), together with statements in comparative form for the corresponding periods in the preceding fiscal year, and certified by the chief executive officer, president or chief financial officer of the Borrower; each certificate provided pursuant to this clause (1) shall state that, except as disclosed in such certificate (a) As soon on the date of such certificate the representations and warranties set forth in this Agreement and all the other Loan Documents are true and correct in all material respects on and as of such date with the same effect as though such representations and warranties had been made on such date, and (b) no Default or Event of Default has occurred and is practicablecontinuing as of such date or, but if such certificate discloses that a Default or Event of Default has occurred and is continuing as of such date, such certificate shall describe such Default or Event of Default in any event within 100 reasonable detail and state what action, if any, the Borrower are taking or propose to take with respect thereto. (2) Not later than 105 days after the end of each fiscal year year, a copy of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets 's 10-K as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission or if such filing is no longer required, financial statements (including a balance sheet, a statement of revenues and expenses, a statement of changes in shareholders' equity and a statement of cash flow) of the Borrower for such fiscal year (ii) if not included in such Form 10Ksufficient detail to indicate the Borrower's compliance with the financial covenants set forth in this Article 0), together with statements in comparative form for the preceding fiscal year, and accompanied by an opinion of independent certified public accountants of recognized national standingacceptable to the Lender, which opinion shall state in effect that said consolidated such financial statements (A) were audited using generally accepted auditing standards, (B) were prepared in accordance with generally accepted accounting principles applied on a consistent basis, and (C) present fairly present the consolidated financial position condition and results of operations of the Borrower and its Consolidated Subsidiaries as at for the end of, and for, such fiscal year and that such periods covered. (3) With the financial statements were prepared in accordance with GAAP applied consistently throughout submitted under Section 7.3(1) and 7.3(2), a certificate signed by the periods reflected therein party certifying said statement to the effect that no Event of Default, nor any event that, upon notice or lapse of time or both, would constitute an Event of Default, exists or, if any such Event of Default or event exists, specifying the nature and with prior periods;extent thereof. (b4) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower Together with the Securities financial statements required by paragraphs (1) and Exchange Commission or (ii2) the unaudited consolidated balance sheet above, a compliance certificate duly executed by an Authorized Representative of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit DC attached hereto evidencing compliance with the covenants set forth in Section 7.8 (a "Compliance Certificate"). (5) signed by Contemporaneously with the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower distributions thereof to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion Borrower's stockholders or the filing thereof with the Securities and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated SubsidiariesExchange Commission, as the case may be, as at copies of all statements, reports, notices and filings distributed by the end Borrower to its stockholders or filed with the Securities and Exchange Commission. (6) Promptly upon receipt thereof, copies of all other reports, management letters and other documents submitted to it by independent accountants in connection with any annual or interim audit of its books made by such accountants. (7) Promptly after the Borrower knows or has reason to know of the fiscal quarter and the results occurrence of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and any "reportable event" under Section 4043 of ERISA applicable to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1Borrower or other ERISA Affiliate, a certificate of the chief financial executive officer, president or chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of setting forth the occurrence of any Default or Event of Default, a certificate of details as to such "reportable event" and the president, chief financial officer or chief accounting officer of action that the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower other ERISA Affiliate has taken, is taking and proposes to taken or will take with respect thereto; and, and promptly after the filing or receiving thereof, copies of all reports and notices that any Borrower or other ERISA Affiliate files under ERISA with the Internal Revenue Service or the PBGC or the United States Department of Labor. (e) Promptly upon any executive officer 8) As soon as practicable, such other information regarding the business affairs, financial condition or operations of the Borrower as the Lender shall reasonably request from time to time or at any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matterstime.

Financial Statements, Reports, etc. Deliver Such Borrower shall furnish to each Lender:the Agent and the Lenders (except as otherwise provided herein): (a) As soon within one hundred twenty (120) days after the end of each fiscal year, annual consolidated and consolidating financial statements for KMC Holdings, and combined financial statements for the Borrowers, including the balance sheets and statements of operations, stockholders' equity (consolidated only) and cash flows, for such fiscal year, prepared in accordance with GAAP, which consolidated financial statements and other above described financial information shall have been audited by a nationally recognized independent certified public accounting firm satisfactory to the Agent, and accompanied by such independent certified public accounting firm's unqualified opinion; (b) within forty-five (45) days after the end of the first three fiscal quarters during each fiscal year and within one hundred twenty (120) days after the end of the fourth fiscal quarter (i) consolidated and consolidating unaudited balance sheets and statements of operations, and consolidated statements of stockholders' equity and cash flows for KMC Holdings, and combined unaudited balance sheets, statements of operations, stockholders' equity and cash flows of the Borrowers as is practicableof the end of each such fiscal quarter, but as applicable, and for the then elapsed portion of the fiscal year and (ii) a statement of revenues and EBITDA for the Borrowers as of the end of each such fiscal quarter, as applicable, and for the then elapsed portion of the fiscal year, calculated for each city where a System has been constructed in accordance with the Milestone Plan; (c) within forty-five (45) days after the end of each month during each fiscal year (or within one hundred twenty (120) days after the end of each December), a detailed statement of operations for the Borrowers on a combined basis for such month and year-to-date period with comparisons to the corresponding projections for such month and year-to-date period set forth in the Milestone Plan; PROVIDED, that such Borrowers shall only be required to deliver the statement described in this SECTION 5.06(c) on a quarterly basis at any time that, and only for so long as, the Borrowers on a combined basis have achieved positive EBITDA; (d) concurrently with provision of the financial statements referred to in CLAUSES (a), (b) and (c) above, a certificate of KMC Holdings' independent certified public accountant or KMC Holdings' chief financial officer, as applicable, to the effect that the financial statements referred to in CLAUSE (a), (b) and (c) above, present fairly the financial position and results of operations of KMC Holdings, and the Borrowers and as having been prepared in accordance with GAAP consistently applied, in each case subject to normal year end audit adjustments except for the statements referred to in CLAUSE (a) above; (e) concurrently with the provision of (i) the financial statements referred to in CLAUSE (a) above and (ii) any statements delivered pursuant to CLAUSE (b) above in respect of the periods ending March 31, June 30 or September 30, a Periodic Reporting Certificate of the chief financial officer of KMC Holdings setting forth the calculations contemplated in ARTICLE VII hereof and certifying as to the fact that such Person has examined the provisions of this Agreement and that no Event of Default or any Default, shall have occurred and be continuing or if such an event has occurred, a statement explaining its nature and extent and setting forth the steps the Borrowers propose to take to cure such Event of Default or Default; (i) not later than December 1 of each calendar year, consolidating and consolidated projected annual statements of operations, balance sheets and cash flow statements for KMC Holdings for the succeeding fiscal year, such statements to be reasonably acceptable to the Agents, and (ii) not later than January 15 of each calendar year, an annual operating budget on a quarterly basis for such calendar year, with each such budget to be in compliance with the Milestone Plan; (g) to the Collateral Agent, all material agreements or licenses affecting the Governmental Approvals of any Borrower or any System promptly after any execution, or material amendment thereto; (h) to the Collateral Agent, promptly upon their becoming available, copies of any material periodic or special documents, statements or other information filed by any Borrower with the FCC, PUC or other Governmental Authority in connection with the construction and/or operation of any System or with respect to the transactions contemplated by any of the Loan Documents, and copies of any material notices and other material communications from the FCC, PUC or from any other Governmental Authority; (i) immediately upon any officer of any Borrower obtaining knowledge of any condition or event (i) which either constitutes an Event of Default or a Default, (ii) which renders any representation or warranty contained herein materially false or misleading, or when made, renders any document materially false or misleading, or (iii) which would result in any event financial results for any fiscal year to materially deviate from the financial results projected for such fiscal year in the Milestone Plan or the financial projections described in CLAUSE (f) above, a certificate signed by an authorized officer of such Borrower specifying in reasonable detail the nature and period of existence thereof and what corrective action such Borrower has taken or proposes to take with respect thereto; (j) within 100 thirty (30) days after the end of each fiscal year of the such Borrower, a certificate signed by an authorized officer of such Borrower (ix) either (A) consolidated statements setting forth all the Real Property, Easements, licenses, rights of income (or operations) way and consolidated statements of cash flows and changes other similar interests in stockholders' equity of real property acquired by such Borrower in the Borrower and its Consolidated Subsidiaries for such preceding year and the related consolidated balance sheets as at the end (y) confirming that no Default or Event of such year, or (B) the Form 10K filed by the Borrower with the Securities Default has occurred and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsis continuing; (bk) As soon as is practicableevidence in the manner set forth in SECTION 5.04(e) of insurance complying with SECTION 5.04; (l) following the written request of the Agent, but in any event within 60 not later than forty-five (45) days after the end of each fiscal month, reports on accounts receivable and accounts payable of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed such Borrower in such detail and format as may be reasonably requested by the Agent; (m) promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which such Borrower or KMC Holdings files with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretoCommission; and (en) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed promptly from time to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and time such other information regarding the operations (including, without limitation, construction budgeting and System completion), business affairs and condition (financial or otherwise) of such Borrower or KMC Holdings as the Agent may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver Furnish to each Lenderthe Bank: (a) As as soon as is practicableavailable, but in any event within 100 90 days after the end of each fiscal year of the BorrowerCompany, a copy of (i) either (A) the audited consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity balance sheet of the Borrower Company and its Consolidated Subsidiaries for as of the end of such year and the related audited consolidated balance sheets as at the end statements of income, retained earnings and cash flow for such year, or (B) the Form 10K filed accompanied by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion a report thereon of independent certified public accountants of recognized national standingstanding selected by the Company and satisfactory to the Bank (the "Auditor"), which opinion report shall state that said consolidated be unqualified; and (ii) the management prepared consolidating financial statements fairly present the consolidated financial position and results of operations of the Borrower Company and its Consolidated Subsidiaries as at which support the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsdelivered pursuant to clause (i); (b) As as soon as is practicableavailable, but in any event within not later than 60 days after the end of each of the first three fiscal quarters quarterly period of each fiscal yearyear of the Company, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) a copy of the unaudited interim consolidated and consolidating balance sheet of the Borrower Company and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures Subsidiaries as of the end of each such quarter and the preceding related unaudited interim consolidated and consolidating statements of income, retained earnings and cash flow for such quarter and the portion of the fiscal yearyear through such date; (c) with each delivery required by (a) and (b) above, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) prepared and signed by the chief financial officerAuditor (with respect to (a) only) and the Chief Financial Officer, respectively, as to whether or not, as of the close of such preceding period and at all times during such preceding period, the chief accounting officer Company was in compliance with all the provisions in this Agreement, showing computation of financial covenants and quantitative negative covenants, and if the Auditor or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated SubsidiariesChief Financial Officer, as the case may be, as at the end shall have obtained knowledge of the fiscal quarter any default in such compliance or notice of such default, it shall disclose in such certificate such default or defaults or notice thereof and the results of their operations for the quarter then ended in conformity with GAAP consistently appliednature thereof, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or same shall constitute an Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8hereunder; (d) Promptly upon any executive officer at all times indicated in (a) above, a copy of the Borrower management letter, if any, prepared by the Auditor; (e) promptly, after filing thereof, copies of all regular and periodic financial information, proxy materials and other information and reports which the Company or any of its Subsidiaries obtaining knowledge shall file with the Securities and Exchange Commission, including, without limitation, the Company's annual report on Form 10-K and quarterly report on Form 10-Q; (f) promptly after submission to any government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the normal course of the occurrence of business and which would not result in any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of adverse action to be taken by such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretoagency; and (eg) Promptly upon any executive officer promptly, from time to time, such other information regarding the operations, business affairs and condition, financial or otherwise, of the Borrower Company or any of its Subsidiaries obtaining knowledge of (i) as the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as Bank may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver The Borrower shall deliver or cause to each be delivered to the Lender: (1) Not later than 60 days after the end of each first, second and third fiscal quarter, a copy of the Borrower's 10-Q as filed with the Securities and Exchange Commission or if such filing is no longer required, a balance sheet and a statement of revenues and expenses of the Borrower and a statement of cash flow of the Borrower for such fiscal quarter and for the period beginning on the first day of the fiscal year and ending on the last day of such fiscal quarter (in sufficient detail to indicate the Borrower's compliance with the financial covenants set forth in this Article 7), together with statements in comparative form for the corresponding periods in the preceding fiscal year, and certified by the chief executive officer, president or chief financial officer of the Borrower; each certificate provided pursuant to this clause (1) shall state that, except as disclosed in such certificate (a) As soon on the date of such certificate the representations and warranties set forth in this Agreement and all the other Loan Documents are true and correct in all material respects on and as of such date with the same effect as though such representations and warranties had been made on such date, and (b) no Default or Event of Default has occurred and is practicablecontinuing as of such date or, but if such certificate discloses that a Default or Event of Default has occurred and is continuing as of such date, such certificate shall describe such Default or Event of Default in any event within 100 reasonable detail and state what action, if any, the Borrower are taking or propose to take with respect thereto. (2) Not later than 105 days after the end of each fiscal year year, a copy of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets 's 10-K as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission or if such filing is no longer required, financial statements (including a balance sheet, a statement of revenues and expenses, a statement of changes in shareholders' equity and a statement of cash flow) of the Borrower for such fiscal year (ii) if not included in such Form 10Ksufficient detail to indicate the Borrower's compliance with the financial covenants set forth in this Article 7), together with statements in comparative form for the preceding fiscal year, and accompanied by an opinion of independent certified public accountants of recognized national standingacceptable to the Lender, which opinion shall state in effect that said consolidated such financial statements (A) were audited using generally accepted auditing standards, (B) were prepared in accordance with generally accepted accounting principles applied on a consistent basis, and (C) present fairly present the consolidated financial position condition and results of operations of the Borrower and its Consolidated Subsidiaries as at for the end of, and for, such fiscal year and that such periods covered. (3) With the financial statements were prepared in accordance with GAAP applied consistently throughout submitted under Sections 7.3(1), 7.3(2) and 7.3(8), a certificate signed by the periods reflected therein party certifying said statement to the effect that no Event of Default, nor any event that, upon notice or lapse of time or both, would constitute an Event of Default, exists or, if any such Event of Default exists, specifying the nature and with prior periods;extent thereof. (b4) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower Together with the Securities financial statements required by paragraphs (1) and Exchange Commission or (ii2) the unaudited consolidated balance sheet above, a compliance certificate duly executed by an Authorized Representative of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit DD attached hereto evidencing compliance with the covenants set forth in Section 7.8 (a "Compliance Certificate"). (5) signed by Contemporaneously with the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower distributions thereof to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion Borrower's stockholders or the filing thereof with the Securities and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated SubsidiariesExchange Commission, as the case may be, as at copies of all statements, reports, notices and filings distributed by the end Borrower to its stockholders or filed with the Securities and Exchange Commission. (6) Promptly upon receipt thereof, copies of all other reports, management letters and other documents submitted to it by independent accountants in connection with any annual or interim audit of its books made by such accountants. (7) Promptly after the Borrower knows or has reason to know of the fiscal quarter and the results occurrence of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and any "reportable event" under Section 4043 of ERISA applicable to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1Borrower or other ERISA Affiliate, a certificate of the chief financial executive officer, president or chief financial officer of the Borrower setting forth the details as to such "reportable event" and the action that the Borrower or other ERISA Affiliate has taken or will take with respect thereto, and promptly after the filing or receiving thereof, copies of all reports and notices that any Borrower or other ERISA Affiliate files under ERISA with the Internal Revenue Service or the PBGC or the United States Department of Labor. (8) Not later than 23 days after the end of each 4 or 5 week accounting officer or a vice president responsible for financial administration period of the Borrower, substantially as applicable, or if the Borrower no longer uses 4 and 5 week accounting periods, not later than 23 days after the end of each calendar month, a balance sheet and a statement of revenues and expenses of the Borrower and a statement of cash flow of the Borrower for such period (in sufficient detail to indicate the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail Borrower's compliance with the provisions financial covenants set forth in Article 7 of Sections 6.7 and 6.8; (d) Promptly upon any this Agreement, certified by the chief executive officer, president or chief financial officer of the Borrower Borrower. (9) As soon as practicable, such other information regarding the business affairs, financial condition or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer operations of the Borrower specifying as the nature and period of existence of such Default Lender shall reasonably request from time to time or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon at any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matterstime.

Financial Statements, Reports, etc. Deliver Furnish to each the Lender: (a) As (i) as soon as is practicableavailable, but in any event within 100 90 days after the end of each fiscal year of the BorrowerCompanies, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity a copy of the Borrower and its Consolidated Subsidiaries for audited consolidated balance sheet of the Companies as of the end of such year and the related audited consolidated balance sheets statements of income, shareholders equity and cash flow for such year, setting forth in comparative form the respective figures as at of the end of such and for the previous fiscal year, or (B) the Form 10K filed and accompanied by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion a report thereon of independent certified public accountants of recognized national standingstanding selected by the Companies and satisfactory to the Lender (the "Auditor"), which opinion report shall state that said consolidated financial statements fairly present the consolidated financial position be unqualified; and results of operations of the Borrower and its Consolidated Subsidiaries (ii) as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicableavailable, but in any event within 90 days after the end of each fiscal year of the Companies, a copy of the prepared consolidating financial statements of each Company for such fiscal year and in each case of (i) and (ii), prepared in accordance with Generally Accepted Accounting Principles, applied on a consistent basis, and with respect to the statements referred to in clause (ii), accompanied by a certificate to that effect executed by the Chief Financial Officer of each Company; (i) as soon as available, but in any event not later than 60 days after the end of each of the first three first, second and third fiscal quarters of each fiscal yearthe Companies, either (i) a copy of the Form 10-Q filed by the Borrower with the Securities consolidated and Exchange Commission or (ii) the unaudited consolidated consolidating interim balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures Companies as of the end of each such quarter and the preceding related interim consolidated and consolidating statements of income, shareholders equity and cash flow for such quarter and the portion of the fiscal year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the previous fiscal year, prepared by management of the Companies in accordance with Generally Accepted Accounting Principles, applied on a consistent basis, and for the corresponding period in the preceding fiscal year, in each case, together with accompanied by a certificate to that effect executed by the Chief Financial Officer of each Company; (substantially in the form of Exhibit Dc) a certificate prepared and signed by the chief financial officerAuditor with each delivery required by 6.03 (a) and a certificate prepared and signed by the Chief Financial Officer with each delivery required by 6.03(b) as to whether or not, as of the close of such preceding period and at all times during such preceding period, the chief accounting officer Companies were in compliance with all the provisions in this Agreement, showing computation of financial covenants and quantitative negative covenants, and if the Auditor or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated SubsidiariesChief Financial Officer, as the case may be, as at the end shall have obtained knowledge of the fiscal quarter any default in such compliance or notice of such default, it shall disclose in such certificate such default or defaults or notice thereof and the results nature thereof, whether or not the same shall constitute a Default or an Event of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosureDefault hereunder; (cd) Together with the delivery of the statements referred to at all times indicated in paragraphs clauses (a) and (b) of this Section 5.1, above a certificate copy of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default andmanagement letter, if soany, specifying each such Default or Event of Default of which prepared by the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8Auditor; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon if applicable, promptly after filing thereof, copies of all regular and periodic financial information, proxy materials and other information and reports which any executive officer of the Borrower Company or any Guarantor shall file with the Securities and Exchange Commission; (f) promptly after submission to any government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the normal course of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or business and which could not previously disclosed to the Lenders), which, in each case might reasonably be expected to have result in any adverse action to be taken by such agency; (g) within fifteen (15) days after the end of each fiscal month, (i) a Material Adverse Effectcompleted Borrowing Base Certificate, prompt notice thereof (ii) a detailed accounts receivable aging report by date of invoice, and (iii) a report detailing the status of the Companies' contracts, in each case, in form and substance satisfactory to the Lender. (h) promptly, from time to time, such other information regarding the operations, business affairs and condition (financial or otherwise) of the Companies or the Guarantors as the Lender may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver (a) Until such time as the Company becomes subject to each Lenderthe periodic reporting provisions of the Exchange Act, so long as any Holder shall hold Warrants or Warrant Shares, as the case may be, the Company shall furnish to such Holder: (ai) As soon as is practicable, but in any event within 100 days after the end of each fiscal year of the BorrowerCompany, (i) either (A) a consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity balance sheet of the Borrower Company and its Consolidated Subsidiaries for subsidiaries as of the end of such fiscal year and the related consolidated balance sheets statements of income, changes in shareholders' equity and cash flows of the Company and its subsidiaries for the fiscal year then ended, together with supporting notes thereto, certified in accordance with generally accepted accounting principles, without qualification as at the end to scope of such yearaudit, by Price Waterhouse or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion another firm of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present standing selected by the consolidated financial position Company and results of operations of reasonably acceptable to the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods;Holder, (bii) As soon as is practicable, but in any event within 60 45 days after the end of each of fiscal quarter (other than the first three fiscal quarters of last quarter in each fiscal year), either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited a consolidated balance sheet of the Borrower Company and its Consolidated Subsidiariessubsidiaries and the related consolidated statement of income, unaudited but certified by the principal financial officer of the Company, such balance sheets to be as at of the end of such fiscal quarter, quarter and the related unaudited such statements of income and cash flows to be for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal yearquarter, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower case subject to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to normal year-end and audit adjustments and to the absence of footnote disclosurewithout supporting notes; (ciii) Together prompt notice of (x) any event of default under any agreement with respect to material indebtedness for borrowed money or a material purchase money obligation, and any event which, upon notice or lapse of time or both, would constitute such an event of default which would permit the delivery holder of such indebtedness or obligation to accelerate the maturity thereof, and (y) any action, suit or proceeding at law or in equity or by or before any governmental instrumentality or agency which, if adversely determined, would materially impair the right of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower Company or any of its Subsidiaries obtaining knowledge subsidiaries to carry on its business substantially as now or then conducted, or materially affect the business, operations, properties, assets or financial condition of the occurrence of any Default or Event of Default, Company and its subsidiaries taken as a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretowhole; and (eiv) Promptly upon any executive officer promptly, from time to time, such other information regarding the operations, business, affairs and financial condition of the Borrower Company or any subsidiary as the Holder may reasonably request. (b) At such time as the Company becomes subject to the periodic reporting provisions of the Exchange Act, the Company shall provide each Holder promptly upon filing, copies of all final or effective registration statements, prospectuses, periodic reports and other documents filed by the Company or any of its Subsidiaries obtaining knowledge of (i) subsidiaries with the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersCommission.

Financial Statements, Reports, etc. Deliver Furnish to the Administrative Agent and each Lender: (a) As soon as is practicable, but in any event within 100 95 days after the end of each fiscal year of year, its annual report on Form 10‑K as filed with the BorrowerSEC, (i) either (A) including its consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year balance sheet and the related consolidated balance sheets earnings statement showing its consolidated financial condition as at of the end close of such fiscal year and the consolidated results of its operations during such year, all audited by Deloitte & Touche LLP or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of other independent certified public accountants of recognized national standing, which standing selected by the Company and accompanied by an opinion shall state of such accountants (without a “going concern” qualification or exception and without any qualification or exception with respect to the scope of such opinion) to the effect that said such consolidated financial statements fairly present the consolidated Company’s financial position condition and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared on a consolidated basis in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsGAAP; (b) As soon as is practicable, but in any event within 60 50 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the its quarterly report on Form 10-Q 10‑Q as filed by the Borrower with the Securities and Exchange Commission or (ii) the SEC, including its unaudited consolidated balance sheet and related consolidated earnings statement, showing its consolidated financial condition as of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end close of such fiscal quarter and the corresponding figures as consolidated results of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that its operations during such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the then elapsed portion of the fiscal year (and each delivery of such statements shall be deemed a representation that such statements fairly present the Company’s financial condition and results of their operations for the quarter then ended on a consolidated basis in conformity accordance with GAAP consistently appliedGAAP, subject only to normal year-end and audit adjustments and to the absence of footnote disclosurefootnotes); (c) Together concurrently with the any delivery of the financial statements referred to in paragraphs under paragraph (a) and or (b) of this Section 5.1above, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto Financial Officer (i) stating whether or not the signer has knowledge of any Default or certifying that no Event of Default andor Default has occurred or, if so, specifying each such Default or an Event of Default of which the signer or Default has knowledge and occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) demonstrating calculating the Consolidated Leverage Ratio in reasonable detail compliance with as of the provisions last day of Sections 6.7 the applicable fiscal period and 6.8;calculating the Consolidated Interest Coverage Ratio in reasonable detail for the period of four fiscal quarters ending on the last day of such fiscal period; and (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Defaultpromptly, a certificate of the presidentfrom time to time, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as any Lender shall reasonably request through the Administrative Agent. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been effectively delivered (including for purposes of Section 8.1(b)) on the date on which the Company provides notice to the Administrative Agent (which notice the Administrative Agent shall promptly provide to the Lenders) that such information has been posted on the SEC website on the Internet at s▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇ (or any successor website), on the Company’s IntraLinks site at i▇▇▇▇▇▇▇▇▇.▇▇▇ or at another relevant website identified in such notice and accessible by the Lenders without charge. Any such notice by the Company or the Administrative Agent may be reasonably available by e-mail to it (without waiver of any applicable evidentiary privilegethe addresses provided in or pursuant to Sections 8.1(b) to enable the Lenders to evaluate such mattersand 8.1(c).

Financial Statements, Reports, etc. Deliver Furnish to the Administrative Agent (for distribution to each Lender:): (a) As soon as is practicable, but in any event within 100 ninety (90) days after of the end of each fiscal year of the BorrowerCompany, (i) either (A) consolidated statements of income (or operations) such earlier date on which the following is required to be filed with the Securities and consolidated statements of cash flows and changes in stockholders' equity Exchange Commission, a copy of the Borrower audited Consolidated balance sheet of the Company and its Consolidated Subsidiaries for as of the end of such year and the related consolidated balance sheets audited Consolidated statements of income, shareholders’ equity and cash flow for such year, setting forth in comparative form the respective figures as at of the end of such and for the previous fiscal year, or (B) the Form 10K filed and accompanied by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion a report thereon of independent certified public accountants of recognized national standingstanding selected by the Company and satisfactory to the Administrative Agent and the Required Lenders (the “Auditor”), which opinion report shall state that said consolidated financial be unqualified; and which statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were shall be prepared in accordance with GAAP Generally Accepted Accounting Principles, applied consistently throughout on a consistent basis; provided that, the periods reflected therein requirements of this Section 6.03(a) shall be deemed satisfied by delivery to each Lender within the time period specified above of an electronic copy of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) which includes the financial statements described in this Section 6.03(a) prepared in accordance with the requirements therefor and filed with prior periodsthe Securities and Exchange Commission; (b) As as soon as is practicableavailable, but in any event within 60 not later than 45 days after the end of each first, second and third fiscal quarter of the first three fiscal quarters Company, a copy of the Consolidated balance sheet of the Company and its Subsidiaries as of the end of each such quarter and the related Consolidated interim statements of income, shareholders’ equity and cash flow for such quarter and the portion of the fiscal year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the previous fiscal year, either (iprepared by management of the Company in accordance with Generally Accepted Accounting Principles, applied on a consistent basis, and accompanied by a certificate to that effect executed by the Financial Officer of the Company; provided that, the requirements of this Section 6.03(b) shall be deemed satisfied by delivery to each Lender within the time period specified above of an electronic copy of the Company’s Quarterly Report on Form 10-Q for such fiscal quarter, which includes the financial statements described in this Section 6.03(b), prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission; (c) a certificate prepared and signed by the Borrower Financial Officer with each delivery required by clauses (a) and (b), (i) certifying as to whether or not, as of the close of such preceding period, a Default or Event of Default has occurred and is continuing and, if a Default or Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) setting forth, as of the close of such preceding period, reasonably detailed calculations demonstrating compliance of financial covenants and quantitative negative covenants; (d) at all times indicated in clause (a) above a copy of the management letter, if any, prepared by the Auditor; (e) promptly after filing thereof, copies of all regular and periodic financial information, proxy materials and other information and reports which the Company or any Guarantor shall file with the Securities and Exchange Commission or shall send to its shareholders, provided that if such documents and information are available on or through the Company’s website, the Company may comply with this clause (iie) by delivering a notice to the unaudited consolidated balance sheet Lenders setting forth a written reference to such documents and information to be found on or through such website; (f) promptly after submission to any government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the normal course of the Borrower business and its Consolidated Subsidiarieswhich could not reasonably be expected to result in any materially adverse action to be taken by such agency; (g) as soon as available, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year but in any event not more than thirty (30) days prior to the end of such each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and funds flow statement) of the Company for each fiscal quarter and the corresponding figures as of the end of the preceding upcoming fiscal year, and for the corresponding period year in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower reasonably satisfactory to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretoAdministrative Agent; and (eh) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any actionpromptly, suitfrom time to time, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information regarding the operations, business affairs and condition (financial or otherwise) of the Company or the Guarantors as any Lender may reasonably request. Notwithstanding anything to the contrary herein if, at any time, the Company shall create, establish or acquire any Subsidiary, all financial statements and other information to be reasonably available provided to it (without waiver of any applicable evidentiary privilege) to enable the Administrative Agent and the Lenders pursuant to evaluate this Section 6.03 shall be prepared on a consolidated basis with respect to the Company and such mattersSubsidiary or Subsidiaries, as applicable.

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 90 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As Commencing with the quarter ending June 30, 1997 and as soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarterof, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.

Financial Statements, Reports, etc. Deliver Furnish to each the Lender: (a) As (i) as soon as is practicableavailable, but in any event within 100 ninety (90) days after the end of each fiscal year of the BorrowerCompany, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity a copy of the Borrower audited consolidated balance sheet of the Company and its Consolidated Subsidiaries for the Corporate Guarantors as of the end of such year and the related audited consolidated balance sheets statements of income, retained earnings and cash flow for such year, setting forth in comparative form the respective figures as at of the end of such and for the previous fiscal year, and accompanied by a report thereon of Margolin, Winer & Evens, LLP or (B) the Form 10K filed other independent certified publ▇▇ ▇▇▇▇▇nta▇▇▇ ▇f re▇▇▇▇▇zed standing selected by the Borrower with Company and satisfactory to the Securities and Exchange Commission Lender (the "Auditor"), which report shall be unqualified; and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicableavailable, but in any event within 60 ninety (90) days after the end of each fiscal year of the first three fiscal quarters of each fiscal yearCompany, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet a copy of the Borrower and its Consolidated Subsidiaries, as at management prepared consolidating financial statements of the end of such fiscal quarter, Company and the related unaudited statements of income and cash flows for such quarter and for Corporate Guarantors setting forth in comparative form the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding respective figures as of the end of the preceding fiscal year, and for the previous fiscal year which support the financing statements delivered pursuant to clause (i), in each case of (i) and (ii), prepared in accordance with Generally Accepted Accounting Principles, applied on a consistent basis, and with respect to the statements referred to in clause (ii), accompanied by a certificate to that effect executed by the Chief Financial Officer; (b) as soon as available, but in any event not later than forty-five (45) days after the end of each quarterly period of each fiscal year of the Company, a copy of the unaudited consolidated and consolidating interim balance sheet of the Company and the Corporate Guarantors as of the end of each such quarter and the related unaudited interim consolidated and consolidating statements of income, retained earnings and cash flow for such quarter and the portion of the fiscal year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the preceding previous fiscal year, in each casecase prepared in accordance with Generally Accepted Accounting Principles, together with applied on a consistent basis, and accompanied by a certificate to that effect executed by the Chief Financial Officer; (substantially in the form of Exhibit Dc) a certificate prepared and signed by the chief financial officerAuditor with each delivery required by clause (a)(i) and a certificate prepared and signed by the Chief Financial Officer with each delivery required by clause (a)(ii) and (b), as to whether or not, as of the close of such preceding period and at all times during such preceding period, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion Company and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiarieseach Corporate Guarantor, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended was in conformity compliance with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating the financial covenants herein with respect to the Auditor and (ii) all the provisions in this Agreement, with respect to the Chief Financial Officer, showing computation of financial covenants and quantitative negative covenants, and if the Auditor or Chief Financial Officer, as the case may be, shall have obtained knowledge of any default in such compliance or notice of such default, it shall disclose in such certificate such default or defaults or notice thereof and the nature thereof, whether or not the signer has knowledge of any same shall constitute a Default or an Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8Default; (d) Promptly upon any executive officer at all times indicated in clause (a) above a copy of the Borrower management letter, if any, prepared by the Auditor; (e) if applicable, promptly after filing thereof, copies of all regular and periodic financial information, proxy materials and other information and reports which the Company or any Corporate Guarantor shall file with the Securities and Exchange Commission; (f) promptly after submission to any government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the normal course of its Subsidiaries obtaining knowledge business and which could not reasonably be expected to result in any materially adverse action to be taken by such agency; (g) as soon as available and in any event within twenty after the end of each month, accounts receivable aging reports and summary of accounts receivable, accounts payable and inventory, with respect to the Company, on a consolidated and consolidating basis, prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis; (h) within twenty days after the end of each month, (i) a Borrowing Base Certificate and (ii) a report in form and substance satisfactory to the Lender of recurring revenue of the occurrence of any Default or Event of Default, a certificate of Company and the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretoCorporate Guarantors; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any actionpromptly, suitfrom time to time, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information regarding the operations, business affairs and condition (financial or otherwise) of the Company as the Lender may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 6.6 and 6.86.7; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 90 days after the end of each fiscal year of the BorrowerParent, (i) either (A) consolidated and consolidating statements of income (or operations) and consolidated and consolidating statements of cash flows and changes in stockholders' ’ equity of the Borrower Parent and its Consolidated Subsidiaries for such year and the related consolidated and consolidating balance sheets as at the end of such year, or (B) the Form 10-K filed by the Borrower Parent with the Securities and Exchange Commission (which shall contain the consolidating financial statements described in the preceding clause (A)) and (ii) if not included in such Form 10-K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present in all material respects the consolidated financial position and results of operations of the Borrower Parent and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsperiods and reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit; (b) As soon as is practicable, but in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower Parent with the Securities and Exchange Commission (which shall contain the consolidating financial statements described in the following clause (ii)) or (ii) the unaudited consolidated and consolidating balance sheet sheets of the Borrower Parent and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited consolidated statements of income and cash flows and consolidating statements of income for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit DA) signed by the chief financial officer, the chief accounting officer officer, treasurer or a vice president responsible for financial administration of the Borrower Parent to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the BorrowerParent, all adjustments necessary to present fairly in all material respects the financial position of the Borrower Parent and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-year end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1above, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the BorrowerParent, substantially in the form of Exhibit D A hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default (as defined either in the Credit Agreement or PHH Credit Agreement) and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and thereof, (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 Section 8.6, Section 8.7, Section 8.10 and 6.8Section 8.14, (iii) setting forth in a schedule (in the form of Schedule 7.1 attached hereto) a description of the Mortgage Warehouse Facilities and Servicing Advance Facilities in effect on the last day of the most recently ended fiscal quarter and (iv) setting forth in reasonable detail a description of repurchased mortgage loans, repurchase requests (existing and new), indemnification requests and payments made for such quarter and year to date periods, and comparisons to comparable periods for the prior year; (d) As soon as practicable, but in any event within 90 days after the end of each fiscal year of the Parent, detailed projections of the Parent and its Consolidated Subsidiaries for the following two fiscal years; (e) Promptly upon any executive officer of the Borrower Parent or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of DefaultDefault (as defined in either the Credit Agreement or PHH Credit Agreement), a certificate of the president, chief financial officer or chief accounting officer of the Borrower Parent specifying the nature and period of existence of such Default or Event of Default and what action the Borrower Parent has taken, is taking and proposes to take with respect thereto; and; (ef) Promptly upon any executive officer of the Borrower Parent or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower Parent or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters; and (g) Promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request. Any financial statement or filing with the Securities and Exchange Commission required to be delivered under this Parent Guaranty shall be deemed to have been delivered on the date on which the Parent notifies the Lenders it has posted such financial statement or filing on its website on the internet at ▇▇▇.▇▇▇.▇▇▇ or that such financial statement or filing is posted on the website of the Securities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇.

Financial Statements, Reports, etc. Deliver The Borrower and the Guarantors will maintain, for the Consolidated Group, a system of accounting established and administered in accordance with GAAP, and furnish to each Lenderthe Lenders: (ai) As as soon as is practicableavailable, but in any event within 100 not later than 60 days after the end close of each fiscal year quarter, for the Consolidated Group an unaudited quarterly financial statement (including a balance sheet and income statement) for such period and the portion of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such fiscal year and the related consolidated balance sheets as at through the end of such period, setting forth in each case in comparative form the figures for the previous year, or (B) the Form 10K filed all certified by the Borrower with the Securities Equity Inns' chief financial officer and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodschief executive officer; (bii) As soon as is practicableavailable, but in any event within not later than 60 days after the close of each fiscal quarter, for the Consolidated Group, related reports in form and substance satisfactory to the Lenders, all certified by Equity Inns' chief financial officer or chief accounting officer, including a statement of Funds From Operations, calculation of the financial covenants described below, a report listing and describing all newly acquired Properties, summary property information for all Properties, and such other information as may be requested to evaluate any other certificates delivered hereunder; (iii) As soon as publicly available but in no event later than the date such reports are to be filed with the Securities Exchange Commission, copies of all Form 10Ks, 10Qs, 8Ks, and any other annual, quarterly, monthly or other reports, copies of all registration statements and any other public information filed with the Securities Exchange Commission along with all other materials distributed to shareholders and limited partners by the Borrower or the Guarantors, including a copy of the Equity Inns annual report containing audited annual financial statements. All such annual and quarterly reports shall be certified by the chief executive officer and chief financial officer; notwithstanding the foregoing, Borrowers and Guarantors shall not be required to provide copies of Form 10Ks and 10Qs to the extent same are available at no cost on the internet; (iv) As soon as available, but in any event not later than sixty (60) days after the end of each of the first three fiscal quarters quarters, and not later than 90 days after the close of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities reports in form and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year substance satisfactory to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal yearLenders, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed certified by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, Equity Inns' chief financial officer or chief accounting officer containing a recap of Net Operating Income, less (i) Agreed FF&E Reserves, (ii) real estate taxes and (iii) Ground Lease Expense, as applicable, for each individual Property owned by the Borrower or a Wholly Owned Subsidiary and included in the Borrowing Base; (v) Not later than sixty (60) days after the end of each of the first three fiscal quarters, and not later than ninety (90) days after the end of the fiscal year, a compliance certificate in substantially the form of Exhibit I hereto ("Compliance Certificate") signed by the Operating Partnership and Equity Inns' chief financial officer or chief accounting officer confirming that the Borrower specifying and the nature Guarantors are in compliance with all of the covenants of the Loan Documents, showing the calculations and period of existence of computations necessary to determine compliance with the financial covenants contained in this Agreement (including such schedules and backup information as may be necessary to demonstrate such compliance) and stating that to such officer's best knowledge, there is no other Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and what status thereof; (vi) As soon as possible and in any event within 10 Business Days after any member of the Consolidated Group knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer of Equity Inns, describing said Reportable Event and within 20 days after such Reportable Event, a statement signed by such chief financial officer describing the action which the Borrower has taken, is taking and Consolidated Group proposes to take with respect thereto; andand (b) within 10 Business Days of receipt, any notice from the Internal Revenue Service, PBGC or Department of Labor with respect to a Plan regarding any excise tax, proposed termination of a Plan, prohibited transaction or fiduciary violation under ERISA or the Code which could result in any liability to the Consolidated Group in excess of $100,000; and (c) within 10 Business Days of filing, any Form 5500 filed with respect to a Plan by any member of the Consolidated Group which includes a qualified accountant's opinion. (evii) Promptly upon As soon as possible and in any executive officer event within 30 days after receipt, a copy of (a) any notice or claim to the effect that any member of the Borrower Consolidated Group is or may be liable to any Person as a result of the release by such entity or any of its Subsidiaries obtaining knowledge of (i) the institution other Person of any actiontoxic or hazardous waste or substance into the environment, suitand (b) any notice alleging any violation of any federal, proceedingstate or local environmental, investigation health or arbitration safety law or regulation by any Governmental Authority or other Person against or affecting member of the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders)Consolidated Group, which, in each case might either case, could be reasonably be expected likely to have a Material Adverse Effect; (viii) Promptly upon the distribution thereof to the press or the public, prompt notice thereof copies of all press releases; (ix) As soon as possible, and in any event within 10 days after the Borrower knows of any fire or other casualty or any pending or threatened condemnation or eminent domain proceeding with respect to all or any material portion of any Collateral Pool Asset, a statement describing such fire, casualty or condemnation and the action Borrower intends to take with respect thereto; (x) Such other information (including, without limitation, non financial information) as the Administrative Agent or any Lender may be from time to time reasonably available to it (without waiver request. The request for a reappraisal of any applicable evidentiary privilegeCollateral Pool Asset, as long as such Collateral Pool Asset has not been the subject of an Appraisal in the preceding 12 months, is hereby deemed reasonable; and (xi) Within ten (10) Business Days after the request of the Administrative Agent, a financial statement showing Adjusted EBITDA, Ground Lease Expense, Fixed Charges and Interest Expense for the period of twelve (12) full months ending immediately prior to enable the Lenders to evaluate date of such mattersrequest.

Financial Statements, Reports, etc. Deliver Borrower shall furnish to Agent for each Lender the following, each in such form and such detail as Agent shall reasonably request (copies of which Agent shall promptly deliver to each Lender:): (ai) As soon as is practicable, but available and in any no event within 100 later than fifty (50) days after the last day of each fiscal quarter of Borrower, a copy of the Financial Statements of Borrower and its Subsidiaries (prepared on a consolidated basis) for such quarter and for the fiscal year to date, certified by the president or chief financial officer of Borrower to present fairly the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments); (ii) As soon as available and in no event later than one hundred (100) days after the close of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity copies of the audited Financial Statements of Borrower and its Consolidated Subsidiaries (prepared on a consolidated basis) for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed prepared by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standingstanding acceptable to Agent, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations (B) copies of the Borrower unqualified opinions (or qualified opinions reasonably acceptable to Agent) and its Consolidated Subsidiaries as at the end of, and for, management letters delivered by such fiscal year and that accountants in connection with all such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsFinancial Statements; (biii) As soon as is practicable, but in any event within 60 days after Contemporaneously with the quarterly and year-end of each of Financial Statements required by the first three fiscal quarters of each fiscal year, either foregoing CLAUSES (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or AND (ii), a compliance certificate (the "COMPLIANCE CERTIFICATE") the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the president or chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect which (A) states that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or no Event of Default andand no Default has occurred and is continuing, or, if so, specifying each any such Default or Event of Default of which the signer or Default has knowledge occurred and is continuing, a statement as to the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and , and (eB) Promptly upon any executive officer sets forth, for the quarter or year covered by such Financial Statements or as of the Borrower last day of such quarter or any of its Subsidiaries obtaining knowledge of year (i) as the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenderscase may be), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof the calculation of the financial ratios and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.tests provided in

Financial Statements, Reports, etc. Deliver The Partnership will deliver to each Lenderholder of a Note: (a) As as soon as is practicablepracticable and, but in any event case, within 100 90 days after the end close of each fiscal year year, two copies (together with a further copy which the Partnership shall deliver directly to the National Association of Insurance Commissioners, Securities Valuation Office, 195 Broadway, N.Y., N.Y. 10007) of the Borrower, (i) either (A) consolidated statements statement of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity financial condition of the Borrower Partnership and its Consolidated Subsidiaries for such year and the related consolidated balance sheets setting forth its financial condition as at of the end of such fiscal year, or (B) together with consolidated statements of income, cash flows, changes in partnership capital and changes in liabilities subordinated to claims of general creditors of the Form 10K filed Partnership for such fiscal year, in each case setting forth, in comparative form, the figures for the preceding fiscal year, all in reasonable detail, such financial statements to be accompanied by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion with respect thereto of independent certified public accountants of recognized national standing▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or another Independent Certified Public Accountant, which opinion shall state that said consolidated (x) the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and, accordingly, included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, and (y) such financial statements present fairly present the consolidated financial position condition of the Partnership and Consolidated Subsidiaries at such date and the results of operations of the Borrower thereof for such period and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were have been prepared in accordance with GAAP applied generally accepted accounting principles consistently throughout the periods reflected therein and with prior periodsapplied, except for noted changes in application in which such accountants concur; (b) As as soon as is practicablepracticable and, but in any event case, within 60 45 days after the end of each of the first three fiscal quarters of first, second and third quarterly accounting periods in each fiscal year, either two copies of (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the an unaudited consolidated balance sheet statement of financial condition of the Borrower Partnership and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures Subsidiaries as of the end of such accounting period, and (ii) unaudited consolidated statements of income of the preceding fiscal year, Partnership and its Consolidated Subsidiaries for the quarterly accounting period and for the fiscal year to date, setting forth in each case in comparative form the figures for the corresponding period periods a year earlier, prepared and certified by the principal financial officer of the Partnership as complete and correct, as having been prepared in the preceding fiscal yearaccordance with generally accepted accounting principles consistently applied and as presenting fairly such financial condition and results of operations, subject, in each case, together with a certificate to changes resulting from year-end audit adjustments; (substantially c) promptly upon receipt thereof, two copies of each report other than those referred to in the form of Exhibit Dparagraph (a) signed by the chief financial officerhereof (including, without limitation, the chief accounting officer auditors' comment letter to management) submitted to JFC, the Partnership or a vice president responsible for financial administration any Subsidiary by independent certified public accountants in connection with any annual, interim or special audit; (d) promptly upon distribution thereof, copies of the Borrower to the effect that all such financial or other statements (including proxy statements) and reports as JFC, while not examined by independent public accountants, reflect, in his opinion and in the opinion Partnership or any Subsidiary shall send to any class of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiariespartners or shareholders, as the case may be, its bank lenders or holders of any issue of its debt securities; (e) promptly after filing thereof, copies of all reports, proxy statements and registration statements that JFC, the Partnership or any Subsidiary shall file with any securities exchange or the SEC, or any governmental or public authority or agency substituted therefor; (f) promptly upon receipt thereof, copies of all notices received from United States, Canadian, state, provincial or local governmental or public authorities or agencies relating to any order, ruling, statute, regulation or other law or directive that might materially adversely affect the financial condition or business of the Partnership or any Subsidiary; (g) promptly after the institution of any suit, action or proceeding against (or derivatively on behalf of) the Partnership or any Subsidiary which involves a claim which (i) on its face seeks to recover actual damages in excess of $500,000 or (ii) presents a reasonable possibility of success by the claimant(s) of collecting an amount (including damages, fees and expenses) in excess of $500,000, a reasonably detailed written report thereof; (h) promptly, and in any event within 30 days, after the end of each month, an Officer's Certificate setting forth a Net Capital computation for the Partnership (or, if the Partnership is operating pursuant to paragraph (a)(1)(ii) of Rule 15c3-1, an Alternative Net Capital computation) as at the end of the fiscal quarter such month, and the results of their operations for the quarter then ended in conformity with GAAP consistently appliedcertifying such computation as true and correct; provided, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1however, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto that so long as (i) stating whether the Partnership shall be required to submit a monthly report on Part I, II or not IIA of Form X-17A-5 (and accompanying information if any) to the signer has knowledge SEC pursuant to Rule 17a-5 of any Default or Event the General Rules and Regulations of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and SEC under the nature thereof Securities Exchange Act and (ii) demonstrating in reasonable detail compliance with such report shall provide the provisions of Sections 6.7 computation required by this paragraph (h), the Partnership may submit such report (and 6.8accompanying information if any), certified as set forth above; (di) Promptly as soon as available, a copy of the annual audited report filed by the Partnership pursuant to paragraph (d)(2) of Rule 17a-5 of the General Rules and Regulations of the SEC under the Securities Exchange Act, together with the supporting schedules filed with said report pursuant to paragraph (d)(3) of said Rule; provided, however, that should said Rule 17a-5 lapse or be repealed, in whole or in part, the Partnership shall deliver such other information or reports as it shall be required to file in its status as a broker or dealer of securities with the SEC or any successor agency thereto; (j) immediately upon any executive partner or officer of the Borrower or any of its Subsidiaries Partnership obtaining knowledge of any new designation of an Examining Authority, an Officer's Certificate specifying such new Examining Authority; (k) immediately upon any partner or officer of the occurrence Partnership obtaining knowledge of any Default condition or event which constitutes or which, after notice or lapse of time or both, would constitute an Event of Acceleration or an Event of Default, a certificate of the presidentan Officer's Certificate, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default thereof and what action the Borrower Partnership has taken, taken or is taking and or proposes to take with respect thereto; and; (el) Promptly immediately upon any executive officer becoming aware of the Borrower or occurrence of any of its Subsidiaries obtaining knowledge of (i) the institution "reportable event," as such term is defined in Section 4043 of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assetsERISA, or (ii) "prohibited transaction," as such term is defined in Section 4975 of the Code and Section 406 of ERISA, in connection with any Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Partnership is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service or the Labor Department with respect thereto; (m) at the time of release thereof, copies of all press releases of the Partnership or any Subsidiary concerning any event or condition material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders)business, whichprospects, in earnings, properties or condition, financial or other, of any of them; (n) promptly after the execution thereof, a copy of each case might reasonably be expected amendment to have the Partnership Agreement, other than an amendment made solely to reflect additional capital contributions to the Partnership by a Material Adverse EffectPartner; and (o) promptly upon request therefor, prompt notice thereof and such other data, filings and information as any holder may be from time to time reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver The Company shall furnish to each LenderPurchaser which, together with its Affiliates, purchases and continues to own at least 285,714 Shares: (a) As as soon as is practicableavailable, but and in any event within 100 90 days after the end of each fiscal year of the BorrowerCompany, (i) either (A) a consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity audited financial statement of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets Company as at of the end of such fiscal year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and ; (ii) if not included the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, prepared in such Form 10K, an opinion accordance with GAAP and certified by a firm of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present standing selected by the consolidated financial position and results board of operations directors of the Borrower Company and its Consolidated Subsidiaries as acceptable to a majority of the Purchasers (the "Annual Financial Statement"); and (iii) any related management letters from such accounting firm. The Audited Financial statements shall be accompanied by a management report describing the state of the Company's business at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods;end. (b) As as soon as is practicableavailable, but and in any event within 60 30 days after the end of each of the first three fiscal quarters of month in each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited year a consolidated balance sheet of the Borrower Company, and its Consolidated Subsidiariesthe related consolidated statement of income (with statements of stockholders' equity and cash flows to be provided quarterly), unaudited but prepared in accordance with GAAP (except that such unaudited financial statement do not contain all of the required footnotes and are subject to normal, recurring non-material year-end adjustments) and certified by the chief financial officer of the Company (the "Monthly Balance Sheet"). The Monthly Balance Sheet should be prepared as at of the end of such fiscal quarter, and the related unaudited month with consolidated statements of income income, stockholders' equity and cash flows for such quarter month and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal yearmonth, in each case, together case with a certificate (substantially in comparative statements for the form of Exhibit D) signed prior fiscal year and the most recent 12-month budget delivered by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower Company pursuant to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosureSection 6.8(c) hereof; (c) Together with as soon as available and in any event no later than 30 days prior to the delivery start of each fiscal year an annual business plan and consolidated capital and operating expense budget, cash flow projections and income and loss projections for the Company, in respect of such fiscal year, as approved by the board of directors of the statements referred to in paragraphs (a) Company and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating all itemized in reasonable detail compliance with and prepare on a quarterly basis, and, promptly after preparation, any revisions to any of the provisions of Sections 6.7 and 6.8foregoing; (d) Promptly upon any executive officer document relating to the affairs of the Borrower or any of its Subsidiaries obtaining knowledge Company delivered to the shareholders of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretoCompany; andor (e) Promptly upon prompt notice, and in any executive officer event within five days after notice has been received by the Company, of the Borrower any material litigation or an adverse claims, dispute or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might developments which could reasonably be expected to have be material to operations, assets, or properties of the Company provided, however, that the rights provided in this Section 6.8 to a Material Adverse EffectPurchaser shall terminate with respect to such Purchaser (a) upon the earlier of a Public Offering or (b) when such Purchaser (or its Affiliates) owns less than fifty percent of the Shares, prompt notice thereof (including the Common Stock issuable thereto) purchased by such Purchaser at the Closing; and such other information as may provided further that the rights provided in this Section 6.8 shall only be reasonably available transferable to it (without waiver a transferee that acquires and continues to own at least 50% of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersShares acquired by the Purchaser hereunder.

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal 40 year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' ’ equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 6.6 and 6.86.7; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.

Financial Statements, Reports, etc. Deliver or cause to be delivered to the Agent, with copies for each Lenderof the Lenders: (a) As soon as is practicable, available but in any event within 100 no later than fifty (50) days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end close of each of the first three fiscal quarters of each of Borrower's fiscal yearyears, either (i) Borrower's unaudited consolidated statement of income and retained earnings as of the close of such quarter, its consolidated balance sheet and statement of income and retained earnings for that portion of the fiscal year ending with such quarter, and its unaudited consolidated statement of cash flows for that portion of the fiscal year ending with such quarter. Each of such financial statements shall be certified by a responsible officer of Borrower as being prepared in accordance with GAAP; provided, that the delivery to each Lender of a Form 10-Q filed by Quarterly Report of the Borrower within the time period set forth above shall satisfy the Borrower's obligations pursuant to this paragraph (a); (b) as soon as available but no later than one hundred five (105) days after the close of each of its fiscal years, a copy of the unqualified, audited financial statements of Borrower and such other audited financial statements of Subsidiaries of Borrower that have been prepared (if any). Such financial statements shall include at least the balance sheet of Borrower as of the close of such year and statements of income and retained earnings and of changes in financial position and cash flows for such year, prepared (in the case of Borrower) on a consolidated basis, and such consolidated financial statements shall be certified by Ernst & Young or by other independent public accountants of national reputation selected by Borrower and reasonably satisfactory to Lenders. The delivery to each Lender of a Form 10-K Annual Report within the time period set forth above shall satisfy the Borrower's obligations pursuant to the preceding portion of this Section 6.03(b); provided that the consolidated financial statements included in such Form 10-K shall be certified by Ernst & Young or by other independent public accountants of national reputation selected by Borrower and reasonably satisfactory to Lenders. The accountants' certification (x) shall not be qualified or limited because of restricted or limited examination by such accountants of any material portion of the records of Borrower or any such Subsidiary for which audited financial statements have been prepared and (y) shall not contain a "going concern" or like qualification or exception. Such accountants for Borrower shall state in a letter to Lenders that in the course of their examination such accountants, without undertaking any special procedures for the purpose of such certificate, have obtained no knowledge of the occurrence of any condition, event or act which would constitute a Default or an Event of Default, or, if such accountants shall have obtained knowledge of any such violation, condition, event or act, they shall specify in such letter all such violations, conditions, events and acts and the nature and status thereof. If any of the materials required to be delivered pursuant to paragraph (c) of this Section 6.03 are delivered in connection with the delivery of the financial statements pursuant to this Section 6.03(b), the Borrower shall not be required to deliver separately such statements pursuant to such paragraph (c). Borrower shall promptly deliver to Agent a copy of any management letters from such accountants to Borrower; (c) promptly after filing with the Securities and Exchange Commission Commission, a copy of each Form 8-K Current Report, Form 10-K Annual Report, Form 10-Q Quarterly Report and Form 11-K Annual Report, Annual Report to Shareholders, Proxy Statement and Registration Statement of (i) Borrower and (ii) Borrower's Subsidiaries; (d) not later than forty (40) days after the end of each fiscal month (other than the last month in each fiscal quarter), Borrower's unaudited consolidated statement of income for that portion of the fiscal year ending with such month, certified by a responsible officer of Borrower as being complete and correct and fairly presenting its results of operations and including a comparison to the same period for the prior fiscal year; (e) not later than fifty (50) days after the close of each of the first three (3) quarters of the fiscal year of Borrower nor later than one hundred five (105) days after the close of each of the Borrower's fiscal years, a quarterly certificate executed by any of the chief financial officer, vice president, treasurer or controller of Borrower, stating that such officer is familiar with this Agreement and the business and operations of Borrower and (i) showing Borrower's compliance with Sections 6.12, 6.14, 6.15, 7.01, 7.02, 7.08 and 7.11 (ii) if Borrower or any Subsidiary is not in compliance therewith, showing such failure to comply, the amount thereof and explaining the reason therefor, (iii) specifying changes during such quarter in the list of Subsidiaries previously delivered by the Borrower to the Lenders, other than changes previously reported to the Agent during such quarter, (iv) stating that Borrower has performed all its obligations hereunder and under any judgment, decree or order of any court or governmental authority binding on Borrower except as may be contested in good faith upon advice of counsel and for the possible payment of which adequate reserves are being maintained, (v) stating that no event has occurred which constitutes a Default or an Event of Default, or, if such event has occurred, the nature and status thereof and the steps that Borrower is taking or has taken to cure the same and (vi) stating the name and jurisdiction of organization of each Unrestricted Subsidiary created during such quarter; (f) commencing March 1, 2000, on such date and on the first day of each March thereafter, projections which are similar in form and substance to the projections delivered pursuant to Section 4.01(z); (g) such other statements, lists of property and accounts, budgets, forecasts or reports as Agent or any Lender may reasonably request; (h) within 10 Banking Days after (i) the receipt of proceeds from a disposition of assets which receipt causes the amount of Reinvestment Proceeds not theretofore reinvested or applied to prepayment of Advances and cash collateralization of Letters of Credit to exceed $5,000,000 or (ii) the unaudited consolidated receipt of proceeds from the disposition of assets when the Reinvestment Proceeds not theretofore reinvested or applied to prepayment of Advances and cash collateralization of Letters of Credit exceeds $5,000,000, a statement of a responsible officer of the Borrower certifying the amount of such proceeds and the amount of Reinvestment Proceeds as of such date of receipt; (i) concurrently with the delivery thereof pursuant to the Receivables Program Documents or a Receivables Financing Transaction, a copy of (A) each Settlement Statement (as defined in the Pooling & Servicing Agreement) delivered pursuant to Section 3.4 of the Pooling & Servicing Agreement (or any comparable settlement statement delivered under a Receivables Financing Transaction) and (B) upon the request of any Lender, through Agent, each officer's certificate delivered pursuant to Section 3.5 of the Pooling & Servicing Agreement (or any comparable certificates delivered under a Receivables Financing Transaction), each independent accountant's report and management letter delivered pursuant to Section 3.6 of the Pooling & Servicing Agreement (or any comparable report or letter delivered under a Receivables Financing Transaction) and such other information relating to the Receivables Program or any Receivables Financing Transaction as shall be requested by any Lender; and (j) at each time financial statements of the Borrower are required to be delivered pursuant to paragraph (a) or (b) above, copies of the combined balance sheet of the Borrower Unrestricted Subsidiaries as of the close of the applicable quarter or fiscal year and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited combined statements of income and cash flows for such quarter and retained earnings of the Unrestricted Subsidiaries for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end portion of the fiscal quarter and year then ended, all set forth in a format which reconciles such financial statements of the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and Unrestricted Subsidiaries to the absence of footnote disclosure; (c) Together with the delivery of the corresponding financial statements referred delivered pursuant to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.

Financial Statements, Reports, etc. Deliver Furnish to each the Lender: (a) As as soon as is practicableavailable, but in any event within 100 90 days after the end of each fiscal year of the BorrowerAceto, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity a copy of the Borrower audited consolidated and consolidating balance sheet of Aceto and its Consolidated Subsidiaries for as of the end of such year and the related audited consolidated balance sheets statements of income, shareholders equity and cash flow for such year, setting forth in each case in comparative form the respective figures as at of the end of such and for the previous fiscal year, and accompanied by a report thereon of KPMG LLP or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of other independent certified public accountants of recognized national standingstanding selected by Aceto and satisfactory to the Lender (the "Auditor"), which opinion report shall state that said consolidated financial statements fairly present be unqualified, setting forth in comparative form the consolidated financial position and results of operations respective figures as of the Borrower end of and its Consolidated Subsidiaries as at for the end of, and for, such previous fiscal year and that such which support the financial statements were delivered pursuant to clause (i), in each case of (i) and (ii) prepared in accordance with GAAP Generally Accepted Accounting Principles, applied consistently throughout the periods reflected therein on a consistent basis, and with prior periodsrespect to the statements referred to in clause (ii) accompanied by a certificate to that effect executed by the Chief Financial Officer; (b) As as soon as is practicableavailable, but in any event within 60 not later than 45 days after the end of each of the first three fiscal quarters quarterly period of each fiscal yearyear of Aceto, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) a copy of the unaudited interim consolidated and consolidating balance sheet of the Borrower Aceto and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures Subsidiaries as of the end of each such quarter and the preceding related unaudited interim consolidated and consolidating statements of income, shareholders equity and cash flow for such quarter and the portion of the fiscal year, year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the preceding previous fiscal year, in each casecase prepared by the Chief Financial Officer in accordance with Generally Accepted Accounting Principles, together with applied on a consistent basis, and accompanied by a certificate (substantially in the form of Exhibit D) signed to that effect executed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosureChief Financial Officer; (c) Together an annual debt compliance memorandum in the form previously provided to the Lender signed by the Auditor with each delivery required by clause (a); (d) a certificate prepared and signed by the Chief Financial Officer with each delivery of the statements referred to in paragraphs required by (a) and (b) of this Section 5.1), a certificate as to whether or not, as of the chief close of such preceding period and at all times during such preceding period, each Company was in compliance with all the provisions in this Agreement and the other Loan Documents, showing computation of financial officercovenants and quantitative negative covenants, chief accounting officer and if the Chief Financial Officer shall have obtained knowledge of any default in such compliance or a vice president responsible for financial administration notice of such default, it shall disclose in such certificate such default or defaults or notice thereof and the Borrowernature thereof, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any same shall constitute a Default or an Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8hereunder; (de) Promptly upon any executive officer at all times indicated in clause (a) above a copy of the Borrower management letter, if any, prepared by the Auditor; (f) if applicable, promptly after filing thereof, copies of all regular and periodic financial information, proxy materials and other information and reports which Aceto or any of its Subsidiaries obtaining knowledge shall file with the Securities and Exchange Commission; (g) within ten (10) days after the end of each calendar quarter a schedule of Material Contracts in effect as of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence last day of such Default calendar quarter; (h) promptly after submission to any government or Event regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the normal course of Default business and what which could not reasonably be expected to result in any materially adverse action the Borrower has taken, is taking and proposes to take with respect theretobe taken by such agency; and (ei) Promptly upon any executive officer promptly, from time to time, such other information regarding the operations, business affairs and condition (financial or otherwise) of the Borrower Aceto or any of its Subsidiaries obtaining knowledge of (i) as the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might Lender may reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver Furnish to the Administrative Agent and each Lender: (a) As (i) as soon as is practicableavailable, but in any event within 100 one hundred twenty (120) days after the end of each fiscal year of the BorrowerCompany, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity a copy of the Borrower audited consolidated balance sheet of the Company and its Consolidated consolidated Subsidiaries for as of the end of such year and the related audited consolidated balance sheets statements of income, shareholders equity and cash flow for such year, in each case, prepared in accordance with Generally Accepted Accounting Principles setting forth in comparative form the respective figures as at of the end of such and for the previous fiscal year, or (B) the Form 10K filed and accompanied by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion a report thereon of independent certified public accountants of recognized national standingstanding selected by the Company and satisfactory to the Lenders (the "Auditor"), which opinion report shall state that said consolidated financial statements fairly present the consolidated financial position be unqualified; and results of operations of the Borrower and its Consolidated Subsidiaries (ii) as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicableavailable, but in any event within 60 one hundred twenty (120) days after the end of each fiscal year of the first three fiscal quarters of each fiscal yearCompany, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet a copy of the Borrower management prepared consolidating financial statements of the Company and its Consolidated Subsidiaries, as at consolidated Subsidiaries setting forth in comparative form the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding respective figures as of the end of the preceding fiscal year, and for the previous fiscal year and which support the financial statements delivered pursuant to clause (i), in each case of (i) and (ii) prepared in accordance with Generally Accepted Accounting Principles, applied on a consistent basis, and with respect to the statements referred to in clause (ii) accompanied by a certificate to that effect executed by the Chief Financial Officer; (b) as soon as available, but in any event not later than ninety (90) days after the end of each quarterly period of each fiscal year of the Company, a copy of the unaudited interim consolidated and consolidating balance sheet of the Company and its consolidated Subsidiaries as of the end of each such quarter and the related unaudited interim consolidated and consolidating statements of income, shareholders equity and cash flow for such quarter and the portion of the fiscal year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the preceding previous fiscal year, in each casecase prepared under the direction of the Chief Financial Officer in accordance with Generally Accepted Accounting Principles, together with applied on a consistent basis, and accompanied by a certificate to that effect executed by the Chief Financial Officer; (substantially in the form of Exhibit Dc) a certificate prepared and signed by the chief financial officerChief Financial Officer with each delivery required by clauses (a)(ii) and (b), as to whether or not, as of the close of such preceding period and at all times during such preceding period, the chief accounting officer Company or a vice president responsible for financial administration each of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at was in compliance with all the end provisions in this Agreement, showing computation of financial covenants and quantitative negative covenants, and if the fiscal quarter Chief Financial Officer shall have obtained knowledge of any default in such compliance or notice of such default, it shall disclose in such certificate such default or defaults or notice thereof and the results of their operations for the quarter then ended in conformity with GAAP consistently appliednature thereof, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has same shall constitute a Default or an Event of Default; (d) a certificate prepared and signed by the Auditor with each delivery required by clause (a) above stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default and, if so, specifying each such Default (which certificate may be limited to the extent required by any accounting rules or Event of Default of which guidelines binding upon the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8Auditors); (de) Promptly upon any executive officer at all times indicated in clause (a) above, a copy of the Borrower management letter, if any, prepared by the Auditor; (f) promptly after filing thereof, copies of all regular and periodic financial information, proxy materials and other information and reports which the Company or any of its Subsidiaries obtaining knowledge shall file with the Securities and Exchange Commission; (g) promptly after submission to any government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the normal course of business and which could not reasonably be expected to result in any materially adverse action to be taken by such agency; (h) as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter, quarterly schedules of accounts receivable and accounts payables aging (listing each customer or vendor and the total amount owing to or from each such customer or vendor but not listing the individual invoices which comprise the totals), a revenue summary and a backlog and active jobs report, all in form and content satisfactory to the Lenders; provided that such reports may, at the option of the occurrence of any Default or Event of DefaultCompany, a certificate be provided by electronic mail in an Excel file format; (i) simultaneously with the delivery of the presidentfinancial reporting statements referred to in (a)(i), chief annual financial officer or chief accounting officer projections (including a balance sheet and income statement) of the Borrower specifying Company and its Subsidiaries for the nature and period of existence of such Default or Event of Default and what action then current fiscal year, which projections shall be in form satisfactory to the Borrower has taken, is taking and proposes to take with respect theretoAdministrative Agent; and (ej) Promptly upon any executive officer promptly, from time to time, such other information regarding the operations, business affairs and condition (financial or otherwise) of the Borrower Company or any of its Subsidiaries obtaining knowledge of (i) the institution of as any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as Lender may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver The Company shall furnish to each Lenderthe Investors: (a) As soon within ninety (90) days (or such shorter period of time as is practicable, but shall be required by the SEC in any event within 100 days connection with the filing of the Company’s quarterly reports with the SEC under the Exchange Act) after the end of each fiscal year of the BorrowerCompany ending on or after December 31, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity 2008, a balance sheet of the Borrower and its Consolidated Subsidiaries for Company as of the end of such fiscal year and the related consolidated balance sheets as at statements of income, stockholders’ equity and cash flows for the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were then ended, prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodscertified by a firm of independent public accountants; (b) As soon within forty-five (45) days (or such shorter period of time as is practicable, but shall be required by the SEC in any event within 60 days connection with the filing of the Company’s annual reports with the SEC under the Exchange Act) after the end of each of fiscal quarter in each fiscal year (other than the first three last fiscal quarters of quarter in each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the an unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, Company and the related unaudited statements of income income, stockholders’ equity and cash flows, and certified by the Chief Financial Officer of the Company, such balance sheet to be as of the end of such fiscal quarter and such statements of income, stockholders’ equity and cash flows to be for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal yearquarter, and in each case with comparative statements for the corresponding period in the preceding prior fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with promptly after receipt by the delivery Company of the statements referred to in paragraphs (a) notice thereof, notice of all actions, suits, claims, proceedings, investigations and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to inquiries that could have a Material Adverse Effect; and (d) promptly, prompt notice thereof and from time to time, such other information regarding the business, financial condition, operations, property or affairs of the Company and its subsidiaries as the Investors may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver Furnish to the Administrative Agent and each Lender: (a) As (i) as soon as is practicableavailable, but in any event within 100 90 days after the end of each fiscal year of the BorrowerCo-Borrowers, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity a copy of the Borrower audited consolidated balance sheet of P&F and its Consolidated Subsidiaries for as of the end of such year and the related audited consolidated balance sheets as at the end statements of income, shareholders equity and cash flow for such year, setting forth in each case in comparative form the respective figures for the previous fiscal year end, and accompanied by a report thereon of BDO ▇▇▇▇▇▇▇, LLP or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of other independent certified public accountants of recognized national standingstanding selected by the Co-Borrowers and reasonably satisfactory to the Required Lenders (the “Auditor”), which opinion report shall state that said consolidated financial statements fairly present the consolidated financial position be unqualified; and results of operations of the Borrower and its Consolidated Subsidiaries (ii) as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicableavailable, but in any event within 90 days after the end of each fiscal year of P&F and each of its Subsidiaries, a copy of the management prepared consolidating financial statements of the Co-Borrowers setting forth in comparative form the respective figures for the previous fiscal year end and which support the financial statements delivered pursuant to clause (i), in each case of (i) and (ii) prepared in accordance with GAAP, applied on a consistent basis and with respect to the statements referred to in clause (ii) accompanied by a certificate to that effect executed by the Chief Financial Officer of P&F; (b) as soon as available, but in any event not later than 60 days after the end of each of the first three fiscal quarters quarterly period of each fiscal yearyear of the Co-Borrowers, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) a copy of the unaudited interim consolidated and consolidating balance sheet of the Borrower P&F and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures Subsidiaries as of the end of each such quarter and the preceding related unaudited interim consolidated and consolidating statements of income, shareholders equity and cash flow for such quarter and the portion of the fiscal year, year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the preceding previous fiscal year, in each casecase prepared by the Chief Financial Officer of P&F in accordance with GAAP, together with applied on a consistent basis and accompanied by a certificate to that effect executed by the Chief Financial Officer of P&F; (substantially in the form of Exhibit Dc) a certificate prepared and signed by the chief financial officerChief Financial Officer of P&F with each delivery required by (a) and (b), as to whether or not, as of the close of such preceding period and at all times during such preceding period, the chief accounting officer Co-Borrowers were in compliance with all the provisions in this Agreement, showing computation of financial covenants and quantitative negative covenants, and if the Auditor or a vice president responsible for financial administration Chief Financial Officer of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated SubsidiariesP&F, as the case may be, as at the end shall have obtained knowledge of the fiscal quarter any default in such compliance or notice of such default, it shall disclose in such certificate such default or defaults or notice thereof and the results of their operations for the quarter then ended in conformity with GAAP consistently appliednature thereof, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or same shall constitute an Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8hereunder; (d) Promptly upon any executive officer at all times indicated in (a) above, a copy of the Borrower management letter, if any, prepared by the Auditor; (e) on or prior to the twenty-fifth (25th) day of each calendar month a detailed schedule of accounts receivable of the Co-Borrowers certified by the Chief Financial Officer of P&F and current as of the last Business Day of the preceding month, which schedule shall include accounts receivable agings on an invoice date basis, all in form satisfactory to the Required Lenders; (f) on or prior to the twenty-fifth (25th) day of each calendar month a completed Borrowing Base Certificate executed by the Chief Financial Officer of P&F and current as of the last day of the immediately preceding month; (g) promptly after filing thereof, copies of all regular and periodic financial information, proxy materials and other information and reports which P&F or any of its Subsidiaries obtaining knowledge shall file with the Securities and Exchange Commission; (h) promptly after submission to any government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the normal course of the occurrence of business and which could not reasonably be expected to result in any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of materially adverse action to be taken by such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretoagency; and (ei) Promptly upon any executive officer promptly, from time to time, such other information regarding the operations, business affairs and condition, financial or otherwise, of the Borrower Co-Borrowers, or any of its Subsidiaries obtaining knowledge of (i) the institution of any actionthem, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) Subsidiaries as any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might Lender may reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver Furnish to the Administrative Agents with sufficient copies for each Lender:, (a) As as soon as is practicableavailable, but in any event within 100 105 days after the end of each fiscal year of EDO, the Borrower, (i) either (A) audited consolidated statements balance sheet of income (or operations) EDO and consolidated statements of cash flows and changes in stockholders' equity its Subsidiaries as of the Borrower and its Consolidated Subsidiaries for end of such year and the related audited consolidated balance sheets statements of income, shareholders equity and cash flow for such year, setting forth in comparative form the respective figures as at of the end of such and for the previous fiscal year, or (B) the Form 10K filed and accompanied by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion a report thereon of independent certified public accountants of recognized national standingstanding selected by EDO and reasonably satisfactory to the Required Lenders (the "Auditor"), which opinion report shall state that said consolidated financial statements fairly present the consolidated financial position be unqualified and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP Generally Accepted Accounting Principles, applied consistently throughout the periods reflected therein and with prior periodson a consistent basis; (bi) As as soon as is practicableavailable, but in any event within not later than 60 days after the end of each of the first three first, second and third fiscal quarters of each fiscal yearEDO, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated interim balance sheet of the Borrower EDO and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures Subsidiaries as of the end of each such quarter and the preceding related interim statements of income, shareholders equity and cash flow for such quarter and the portion of the fiscal year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the previous fiscal year, prepared by EDO in accordance with Generally Accepted Accounting Principles, applied on a consistent basis, and for the corresponding period in the preceding fiscal year, in each case, together with accompanied by a certificate (substantially in the form of Exhibit D) signed to that effect executed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration Chief Financial Officer of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure;EDO: (c) Together a certificate prepared and signed by the Chief Financial Officer with the each delivery of the statements referred to in paragraphs required by clauses (a) and (b) of this Section 5.1as to whether or not, a certificate as of the chief financial officerclose of such preceding period and all times during such preceding period, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge Companies and the nature thereof and (ii) demonstrating Guarantors were in reasonable detail compliance with all the provisions in this Agreement, showing computation of Sections 6.7 financial covenants and 6.8; (d) Promptly upon any executive officer of quantitative negative covenants, and if the Borrower or any of its Subsidiaries obtaining Chief Financial Officer shall have obtained knowledge of the occurrence of any Default or Event of Default, a it shall disclose in such certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has takennature thereof; (d) at all times indicated in clauses (a) above a copy of the management letter, is taking and proposes to take with respect thereto; andif any, prepared by the Auditor; (e) Promptly upon any executive officer on or prior to the twentieth day of each calendar quarter a "job status report" substantially in the form previously provided to the Lenders certified by the Chief Financial Officer and current as of the Borrower last Business Day of the preceding calendar quarter; (f) promptly after filing thereof, copies of all regular and periodic financial information, proxy materials and other information and reports which any Company or any Guarantor shall file with the Securities and Exchange Commission; (g) promptly after submission to any government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the normal course of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development business and which could not result in any adverse action to be taken by such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might agency which action could reasonably be expected to have a Material Adverse Effect; (h) within ten (10) days after the end of each calendar quarter commencing with the quarter ending December 31, prompt notice thereof and 2002 a completed Borrowing Base Certificate; and (i) promptly, from time to time, such other information regarding the operations, business affairs and condition (financial or otherwise) of the Companies or the Guarantors as any Lender may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver Furnish to each Lender:the Administrative Agent (which will promptly furnish such information to the Lenders): (a) As soon as is practicable, but in any event within 100 90 days after the end of each fiscal year, commencing with the fiscal year of the Borrowerended December 31, 2016, (i) either (A) a consolidated balance sheet and related consolidated statements of income (or operations) and consolidated statements of , cash flows and changes in stockholders' owners’ equity showing the financial position of Holdings and the Subsidiaries as of the Borrower and its Consolidated Subsidiaries for close of such fiscal year and the related consolidated balance sheets as at the end results of their operations during such year, or (B) the Form 10K filed with all consolidated statements audited by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standingstanding and accompanied by an opinion of such accountants (which shall not be qualified in any material respect (other than solely with respect to, which opinion shall state or expressly resulting solely from, an upcoming maturity date of any Indebtedness)) to the effect that said such consolidated financial statements fairly present present, in all material respects, the consolidated financial position and results of operations of Holdings and the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared on a consolidated basis in accordance with GAAP applied consistently throughout and (ii) a management report setting forth (A) Consolidated EBITDA of Holdings for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the periods reflected therein previous fiscal year, (B) such key operational information as the Canadian Borrower and Administrative Agent may agree to, and (C) a management discussion and analysis of the financial condition and results of operations of Holdings for such fiscal year, as compared to amounts for the previous fiscal year (it being understood that the delivery by Holdings of (i) financial information for such fiscal year that would be required to be contained in a filing with prior periodsthe SEC on Form 20-F if Holdings were required to file such forms, (ii) whether or not required by the forms referred to in clause (i) above, a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (iii) the opinion of accountants referred to above, shall satisfy the requirements of this Section 5.04(a)); (b) As soon as is practicable, but in any event within 60 50 days after the end of each of the first three fiscal quarters of each fiscal yearyear commencing with the fiscal quarter ending March 31, either 2017, (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited consolidated statements of income operations and cash flows for such quarter showing the financial position of Holdings and for the period from the beginning its Subsidiaries as of the then current fiscal year to the end close of such fiscal quarter and the corresponding figures as consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year (cash flow is for cumulative period only), all certified by a Financial Officer of Holdings, on behalf of Holdings, as fairly presenting, in all material respect, the financial position and results of operations of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) and (ii) a management report setting forth (A) Consolidated EBITDA of Holdings for such fiscal quarter and for the then elapsed portion of the preceding fiscal year, showing variance, by dollar amount and percentage, from amounts for the corresponding comparable periods in the previous fiscal year, (B) such key operational information as the Canadian Borrower and the Administrative Agent may agree to, and (C) a management discussion and analysis of the financial condition and results of operations for such fiscal quarter as compared to the comparable period in the preceding previous fiscal year; (c) (x) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of a Financial Officer of Holdings on behalf of Holdings (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) commencing with the fiscal period ending December 31, 2016, (iii) setting forth computations in reasonable detail demonstrating compliance with the covenant contained in Section 6.09, if then applicable, and (iv) setting forth computations of the Applicable Amounts then available, and (y) the related consolidating financial information reflecting the adjustments necessary in reasonable detail to eliminate the accounts of Unrestricted Subsidiaries; (d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent reasonably requested by the Administrative Agent, other materials filed by Holdings or any of its Subsidiaries with the SEC, or after an initial public offering, distributed to its stockholders generally, as applicable; (e) within 90 days after the beginning of each fiscal year, an annual summary operating and capital expenditure budget prepared by Holdings for such fiscal year prepared in each casereasonable detail, together with a certificate (substantially in of Holdings and the form of Exhibit D) signed Subsidiaries, accompanied by the chief financial officer, the chief accounting officer or statement of a vice president responsible for financial administration Financial Officer of the Borrower Holdings to the effect that such financial statements, while not examined budget has been reviewed by independent public accountants, reflect, in his opinion and in the opinion Holdings’ Board of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosureDirectors; (cf) Together upon the reasonable request of the Administrative Agent (which request shall not be made more than once in any 12-month period unless specifically provided otherwise in any of the Security Documents), deliver updated information reflecting all changes since the date of the information most recently received pursuant to Section 5.10(d); (g) promptly, from time to time, but subject to the limitations set forth in Section 9.16, such other information regarding the operations, business affairs and financial condition of Holdings or any of the Subsidiaries, or compliance with the delivery terms of any Loan Document, as in each case the statements referred Administrative Agent may reasonably request; and (h) promptly upon request by the Administrative Agent, but subject to the limitations set forth in paragraphs Section 9.16, copies of: (ai) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to a Plan; (ii) the most recent actuarial valuation report for any Plan; (iii) all notices received from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Non-U.S. Pension Plan, Canadian Plan or Multiemployer Plan as the Administrative Agent shall reasonably request. Documents required to be delivered pursuant to Section 5.04(a), (b) of this Section 5.1or (d) may be delivered electronically and if so delivered, a certificate of shall be deemed to have been delivered on the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto date (i) stating whether to the extent any such documents are included in materials otherwise filed with the SEC on which Holdings posts such documents, or not provides a link thereto on the signer has knowledge of any Default Canadian Borrower’s website on the Internet at the website address listed on Schedule 5.04; or Event of Default and(ii) on which such documents are posted on the Canadian Borrower’s behalf on IntraLinks/IntraAgency/SyndTrak or another relevant website, if soany, specifying to which each such Default or Event of Default of which the signer has knowledge Lender and the nature thereof Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Canadian Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) demonstrating the Canadian Borrower shall immediately notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Canadian Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 5.04(c) to the Administrative Agent. For the avoidance of doubt, the delivery of information pursuant to this paragraph may be satisfied by delivery of the information required pursuant to Section 5.04(a), (b) or (d) with respect to any parent entity of Holdings, provided that, to the extent such information relates to such parent entity, such information is accompanied by consolidating information that explains in reasonable detail compliance with the provisions of Sections 6.7 differences between the information relating such parent entity, on the one hand, and 6.8; (d) Promptly upon any executive officer of the Borrower or any of information relating to Holdings and its consolidated Subsidiaries obtaining knowledge of on a standalone basis, on the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattershand.

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' ’ equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10-K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10-K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear (other than the fiscal quarter ending June 20, 2006), either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit DC) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D C hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 6.6 and 6.86.7; (d) As soon as is practicable, but in any event no later than September 30, 2006, the financial statements described in Sections 5.1(a) and 5.1(b) for the fiscal periods of the Borrower ended December 31, 2005, March 31, 2006 and June 30, 2006; (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and; (ef) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters, and (g) Promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Financial Statements, Reports, etc. Deliver The Company shall furnish to each Lender---------------------------------- Purchaser which, together with its Affiliates, purchases and continues to own at least 100,000 Shares: (a) As as soon as is practicableavailable, but and in any event within 100 90 days after the end of each fiscal year of the BorrowerCompany, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity an audited financial statement of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets Company as at of the end of such fiscal year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and ; (ii) if not included the related statements of income, stockholders' equity and cash flows for the fiscal year then ended, prepared in such Form 10K, an opinion accordance with GAAP and certified by a firm of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present standing selected by the consolidated financial position and results board of operations directors of the Borrower Company and its Consolidated Subsidiaries as acceptable to a majority of the Purchasers (the "Annual Financial Statements"); and (iii) any related management letters from such accounting firm. The Annual Financial Statements shall be accompanied by a management report describing the state of the Company's business at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods;end. (b) As as soon as is practicableavailable, but and in any event within 60 30 days after the end of each of the first three fiscal quarters of month in each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated year a balance sheet of the Borrower Company, and its Consolidated Subsidiariesthe related statement of income (with statements of stockholders' equity and cash flows to be provided quarterly), unaudited but prepared in accordance with GAAP (except that such unaudited financial statements need not contain all of the required footnotes and are subject to normal, recurring non-material year-end adjustments) and certified by the chief financial officer of the Company (the "Monthly Balance Sheet"). The Monthly Balance Sheet should be prepared as at of the end of such fiscal quarter, and the related unaudited month with statements of income income, stockholders' equity and cash flows for such quarter month and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal yearmonth, in each case, together case with a certificate (substantially in comparative statements for the form of Exhibit D) signed prior fiscal year and the most recent 12-month budget delivered by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower Company pursuant to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosureSection 6.8(c) hereof; (c) Together with as soon as available and in any event no later than 30 days prior to the delivery start of each fiscal year an annual business plan and capital and operating expense budget, cash flow projections and income and loss projections for the Company, in respect of such fiscal year, as approved by the board of directors of the statements referred to in paragraphs (a) Company and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating all itemized in reasonable detail compliance with and prepared on a quarterly basis, and, promptly after preparation, any revisions to any of the provisions of Sections 6.7 and 6.8foregoing; (d) Promptly upon any executive officer document relating to the affairs of the Borrower or Company delivered to any of its Subsidiaries obtaining knowledge shareholders of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretoCompany; andor (e) Promptly upon prompt notice, and in any executive officer event within five days after notice has been received by the Company, of the Borrower any material litigation or any of its Subsidiaries obtaining knowledge of (i) the institution of any actionadverse claims, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower dispute or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might other developments which could reasonably be expected to have be material to the operations, assets, or properties of the Company; provided, however, that the rights provided in this Section 6.8 to a Material Adverse EffectPurchaser shall terminate with respect to such Purchaser upon the earlier of (a) a Public Offering or (b) when such Purchaser (or its Affiliates) owns less than fifty percent of the Shares, prompt notice thereof (including the Common Stock issuable upon conversion thereof) purchased by such Purchaser at the Closing; and such other information as may provided further that the rights provided in this Section 6.8 shall only be reasonably available transferable to it (without waiver a transferee that acquires and continues to own at least 50% of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersShares acquired by the Purchaser hereunder.

Financial Statements, Reports, etc. Deliver The Company shall furnish to each LenderMajor Investor: (a) As soon as is practicable, but in any event within 100 120 days after the end of each fiscal year of the Borrower, (i) either (A) Company a consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity balance sheet of the Borrower Company and its Consolidated Subsidiaries for subsidiaries, if any, as of the end of such fiscal year and the related consolidated balance sheets as at statements of income, stockholders' equity and cash flows for the end of such yearfiscal year then ended, or (B) the Form 10K filed prepared in accordance with generally accepted accounting principles and certified by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion a firm of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present standing selected by the consolidated financial position and results Board of operations Directors of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsCompany; (b) As soon as is practicable, but in any event within 60 45 days after the end of each of the first three fiscal quarters of quarter in each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited year a consolidated balance sheet of the Borrower Company and its Consolidated Subsidiariessubsidiaries, if any, and the related consolidated statements of income, stockholders' equity and cash flows, unaudited but prepared in accordance with generally accepted accounting principles and certified by the Chief Financial Officer of the Company, such consolidated balance sheet to be as at of the end of such fiscal quarter, and the related unaudited such consolidated statements of income income, stockholders' equity and cash flows to be for such quarter and for the period from the beginning of the then current fiscal year to the end of such quarter, in each case with comparison to budget and comparative statements for the prior fiscal quarter year; (c) within 30 days after the end of each month in each fiscal year a consolidated balance sheet of the Company and its subsidiaries, if any, and the corresponding figures related consolidated statements of income, stockholders' equity and cash flows, unaudited but prepared in accordance with generally accepted accounting principles and certified by the Chief Financial Officer of the Company, such consolidated balance sheet to be as of the end of the preceding fiscal yearsuch quarter, and such consolidated statements of income, stockholders' equity and cash flows to be for such month and for the corresponding period in from the preceding beginning of the fiscal yearyear to the end of such month, in each case, together case with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower comparison to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion budget and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations comparative statements for the quarter then ended in conformity with GAAP consistently applied, subject only to prior fiscal year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer at the time of the Borrower or any delivery of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Defaulteach annual financial statement pursuant to 3.1(a), a certificate executed by the Chief Financial Officer of the president, chief financial Company stating that such officer or chief accounting officer has caused this Agreement and the terms of the Borrower Preferred Stock as set forth in the Articles to be reviewed and has no knowledge of any default by the Company in the performance or observance of any of the provisions of this Agreement or the terms of the Preferred Stock as set forth in the Articles or, if such officer has such knowledge, specifying such default and the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; andthereof; (e) Promptly upon no later than 30 days prior to the start of each fiscal year, consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company and its subsidiaries in respect of such fiscal year, all itemized in reasonable detail and prepared on a monthly basis, and, promptly after preparation, any executive officer revisions to any of the Borrower or any of its Subsidiaries obtaining knowledge of foregoing; (if) promptly after the institution of any actioncommencement thereof, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development but in any such actionevent within 10 days of receipt of notice thereof, suitnotice of all actions, proceedingsuits, investigation or arbitration (whether or not previously disclosed to claims, proceedings, investigations and inquiries of the Lenders), which, type described in each case might reasonably be expected to Section 2.7 of the Stock Purchase Agreement that could have a Material Adverse Effect; (g) promptly, prompt notice thereof and from time to time, such other information regarding the business, financial condition, operations, property or affairs of the Company and its subsidiaries as such Major Investor reasonably may be reasonably available request. The Company's obligations under this 3.1 shall terminate upon the completion of a firm commitment underwritten public offering of the Company's Common Stock pursuant to it an effective registration statement filed by the Company under the Securities Act (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersan "IPO").

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 days after the end of each fiscal year of the BorrowerBorrower (or, (i) either (A) consolidated statements in the case of income (its 1997 fiscal year, on or operations) and consolidated statements of cash flows and changes in stockholders' equity of prior to August 31, 1998), the Borrower and its Consolidated Subsidiaries for such year and the related audited consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations sheet of the Borrower and its Consolidated Subsidiaries as at the end of, and the related consolidated statements of income, shareholders' equity and cash flows for such year, and the corresponding figures as at the end of, and for, the preceding fiscal year, accompanied by an opinion of Deloitte & Touche LLP or such fiscal year other independent certified public accountants of recognized standing as shall be retained by the Borrower and satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards relating to reporting and which report and opinion shall (A) be unqualified as to going concern and scope of audit and shall state that such financial statements were prepared in accordance with GAAP applied consistently throughout fairly present the financial condition of the Borrower and its Consolidated Subsidiaries, as at the dates indicated and the results of the operations and cash flows for the periods reflected therein indicated and (B) contain no material exceptions or qualifications except for qualifications relating to accounting changes (with prior periodswhich such independent public accountants concur) in response to FASB releases or other authoritative pronouncements; (b) As soon as is practicable, but in any event within 60 55 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or, either (i) in the Form 10-Q filed by case of the Borrower with the Securities and Exchange Commission fiscal quarter ending on or (ii) about March 31, 1998, on or prior to August 31, 1998), the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarterof, and the related unaudited statements of income and cash flows (or changes in financial position) for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of at the end of the preceding fiscal yearof, and for for, the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and knowledge, the nature thereof and any action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.86.8 hereof; (d) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available by the Borrower or any of its Subsidiaries to its shareholders generally, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by any of them with any securities exchange or with the Securities and Exchange Commission, or any comparable foreign bodies, and of all press releases and other statements made available generally by any of them to the public concerning material developments in the business of the Borrower or any of its Subsidiaries; (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, president or chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and; (ef) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt the Borrower shall promptly give notice thereof to the Lenders and provide such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters; (g) With reasonable promptness, such other information and data with respect to the Borrower and its Subsidiaries as from time to time may be reasonably requested by any of the Lenders; and (h) Together with each set of financial statements required by paragraph (a) above, a certificate of the independent certified public accountants rendering the report and opinion thereon (which certificate may be limited to the extent required by accounting rules or otherwise) (i) stating whether, in connection with their audit, any Default or Event of Default has come to their attention, and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof, and (ii) stating that based on their audit nothing has come to their attention which causes them to believe that the matters specified in paragraph (c)(ii) above for the applicable fiscal year are not stated in accordance with the terms of this Agreement.

Financial Statements, Reports, etc. Deliver So long as Purchaser or any subsequent holder shall individually hold of record 25% of Initial Notes, Mandatory Notes and Option Notes, if any, in the aggregate, 25% of the Initial Warrants, Mandatory Warrants and Option Warrants, if any, in the aggregate or 25% of the Warrant Shares issued and issuable pursuant to each Lenderthe Warrants, the Company shall furnish to Purchaser, or, in the event the Company is not subject to the reporting requirements of the Securities Exchange Act of 1934, any such subsequent holder of such securities purchased in a private transaction: (ai) As soon as is practicable, but in any event within 100 90 days after the end of each fiscal year of the BorrowerCompany, (i) either (A) a consolidated balance sheet of the Company and its subsidiaries, as of the end of such fiscal year, and the related consolidated statements of income (or operations) and consolidated statements of cash flows and income, changes in stockholders' equity and cash flows of the Borrower Company and its Consolidated Subsidiaries subsidiaries for such the fiscal year and the related consolidated balance sheets then ended, together with supporting notes thereto, certified without qualification as at the end to scope of such year, or (B) the Form 10K filed audit by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion a firm of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present standing selected by the consolidated financial position Company and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsreasonably acceptable to Purchaser; (bii) As soon as is practicable, but in any event within 60 45 days after the end of each of fiscal quarter in each fiscal year (other than the first three last fiscal quarters of quarter in each fiscal year), either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited a consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries, as at the end of such fiscal quarter, subsidiaries and the related unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, unaudited but certified by the principal financial officer of the Company, such balance sheet to be as of the end of such fiscal quarter and such statements of income and cash flows to be for such fiscal quarter, for the corresponding fiscal quarter of the immediately preceding fiscal year, for the period from the beginning of the fiscal year to the end of such fiscal quarter and for the period from the beginning of the then current immediately preceding year to the end of the corresponding fiscal quarter in such fiscal year, in each case subject to normal year-end adjustments; (iii) within 30 days after the end of each month in each fiscal year (other than the last month in each fiscal year), a consolidated balance sheet of the Company and its subsidiaries and the related consolidated statement of income, unaudited but certified by the principal financial officer of the Company, such balance sheets to be as of the end of such month and such statements of income to be for such month and for the period from the beginning of the fiscal year to the end of such month, in each case subject to normal year-end adjustments; (iv) within 30 days following the beginning of each fiscal quarter year of the Company (and with respect to any revision thereof, promptly after such revision has been prepared), a proposed operating budget for the Company and the corresponding figures subsidiaries, including anticipated monthly income statements and cash flow statements during such fiscal year and a projected balance sheet as of the end of the preceding such fiscal year, and for the corresponding period in the preceding fiscal year, setting forth in each case, together with a certificate case the assumptions (substantially which assumptions and projections shall represent and be based upon the good faith judgment in the form respect thereof of Exhibit D) signed by the chief financial officer, the chief accounting executive officer or a vice president responsible for financial administration of the Borrower to Company) behind the effect that projections contained in such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion each monthly statement of the Borrower, all adjustments necessary income furnished pursuant to present fairly the financial position of the Borrower and its Consolidated Subsidiaries(iii) above shall reflect variances from such operating budget, as the case same may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only from time to year-end and audit adjustments and to the absence of footnote disclosuretime be revised; (cv) Together promptly upon filing, copies of all registration statements, prospectuses, periodic reports and other documents filed by the Company with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8Commission; (dvi) Promptly upon any executive officer promptly, from time to time, such other information regarding the operations, business, affairs and financial condition of the Borrower Company or any subsidiary as the Purchaser or such other holders may reasonably request (the term "subsidiary" as used herein being defined to mean any corporation or other business entity a majority of its Subsidiaries obtaining knowledge whose outstanding voting stock entitled to vote for the election of directors is at the occurrence of any Default time owned by the Company and/or one or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretomore other subsidiaries); and (evii) Promptly upon any executive officer within 45 days after the end of each fiscal quarter in each fiscal year, a certificate signed by the Chief Executive Officer of the Borrower or any of its Company and each Subsidiary certifying that the Company and the Subsidiaries obtaining knowledge of (i) are in compliance with all covenants contained herein and in the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersNotes.

Financial Statements, Reports, etc. Deliver The Borrower will furnish to the Administrative Agent and each LenderBank: (a) As soon as is practicable, but in any event within 100 days after prior to the end of each fiscal year consummation of the BorrowerAlcatel Merger, (i) either (A) no later than the date on which such statements are required to be filed with the SEC, its consolidated balance sheets and the related statements of income (or operations) and cash flows, showing its consolidated statements of cash flows and changes in stockholders' equity financial condition as of the Borrower and its Consolidated Subsidiaries for close of such fiscal year and the related consolidated balance sheets as at the end results of its operations during such year, all audited by PricewaterhouseCoopers LLP or (B) the Form 10K filed other independent auditors of recognized national standing and accompanied by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state such auditors to the effect that said such consolidated financial statements fairly present the consolidated its financial position condition and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared on a consolidated basis in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsapplied, except as noted therein; (bi) As soon as is practicableprior to the consummation of the Alcatel Merger, but in any event within 60 days after no later than the end date on which such statements are required to be filed with the SEC, its consolidated balance sheets and related statements of income and cash flows for each of the first three fiscal quarters of each fiscal year, either (i) showing its consolidated financial condition as of the Form 10-Q filed by close of such fiscal quarter and the Borrower consolidated results of its operations during such fiscal quarter and the then elapsed portion of such fiscal year, together with the Securities certification by one of its Financial Officers as required under Section 302 of the Sarbanes-Oxley Act; and Exchange Commission or (ii) upon and following the consummation of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇rger, no later than 60 days following the end of any of the first three fiscal quarters of each fiscal year or 75 days following the end of the fiscal year, (x) for the fiscal quarter during which the Alcatel Merger is consummated, its unaudited consolidated balance sheet as of the Borrower and its Consolidated Subsidiaries, as at the end close of such fiscal quarter, and (y) for any other fiscal quarter, its unaudited consolidated balance sheet and the related unaudited statements statement of income and cash flows for such quarter and for the period from the beginning income, showing its consolidated financial condition as of the then current fiscal year to the end close of such fiscal quarter and the corresponding figures as consolidated results of the end of the preceding its operations during such fiscal year, and for the corresponding period in the preceding fiscal yearquarter, in each casecase in addition to such other information regarding the operations, together with a certificate (substantially in the form of Exhibit D) signed by the chief business affairs and financial officer, the chief accounting officer or a vice president responsible for financial administration condition of the Borrower or any Subsidiary as the Administrative Agent or any Bank (through the Administrative Agent) may reasonably request in accordance with Section 6.02(h); (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer certifying that no Event of Default or Default has occurred (including pursuant to the effect that financial covenant contained in Article VIII as demonstrated in reasonable detail) or, if such financial statementsan Event of Default or Default has occurred, while not examined specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) promptly after the same become publicly available, copies of all reports filed by independent public accountantsit with the SEC (other than reports on Form 8-K which are filed solely for the purpose of filing exhibits), reflect, in his opinion and in or any Governmental Authority succeeding to any of or all the opinion functions of the BorrowerSEC, all adjustments necessary or distributed to present fairly the financial position of the Borrower and its Consolidated Subsidiariesshareholders, as the case may be, including, following the consummation of the Alcatel Merger, any Form 20-F filings; (e) as at soon as available, and in any event no later than the fifteenth day of each month, a report substantially in the form of Exhibit G providing (i) for each account subject to a Control Agreement, the institution where each such account is held and the bank balance of each such account as of the last day of the previous month, (ii) information as to all cash held by the Borrower and its Subsidiaries as of the end of the fiscal quarter previous month, including a designation of whether such cash is restricted or freely available, the amount of available cash maintained in domestic and foreign accounts, and the results amount of their operations for such cash held in accounts not subject to Control Agreements, (iii) a list of Permitted Investments held by the quarter then ended in conformity Borrower or any Subsidiary on the last day of the previous month, the type of each such Permitted Investment and the value of such Permitted Investment on the last day of the previous month; and (iv) a calculation demonstrating compliance with GAAP consistently appliedSection 7.01(b); PROVIDED, subject only that upon and following the consummation of the Alcatel Merger, the Borrower shall not be required to year-end comply with clauses (ii) and audit adjustments and to the absence (iii) of footnote disclosurethis Section 6.02(e); (cf) Together as soon as available, and in any event no later than 30 days after the end of each fiscal quarter (i) a list of each item of External Sharing Debt (other than External Sharing Debt described in clause (e) of the defined term "External Sharing Debt") outstanding on the last Business Day of such quarter including, where applicable, the outstanding amount thereof, (ii) a list of the Material Subsidiaries in existence on the last Business Day of such quarter and (iii) an updated version of Schedule 5 to the Guarantee and Collateral Agreement; PROVIDED, that upon and following the consummation of the Alcatel Merger, the Borrower shall not be required to comply with this Section 6.02(f); (g) as soon as available, and in any event no later than 30 days after the end of each fiscal year, an updated version of Schedule 4 to the Guarantee and Collateral Agreement; PROVIDED, that upon and following the consummation of the Alcatel Merger, the Borrower shall not be required to comply with this Section 6.02(g); and (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the delivery terms of this Agreement, as the Administrative Agent or any Bank (through the Administrative Agent) may reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (a), (b) and (d) of this Section 6.02 shall be deemed to have been delivered on the date on which the Borrower posts such reports, or reports containing such financial statements, on the Borrower's website on the Internet at www.lucent.com or when such reports, or reports containing such fina▇▇▇▇▇ ▇▇▇▇▇▇▇▇ts, are posted on the SEC's website at www.sec.gov; provided that the Borrower shall deliver paper copies o▇ ▇▇▇ ▇▇▇▇▇ts and financial statements referred to in paragraphs (a), (b) and (bd) of this Section 5.1, a certificate of 6.02 to the chief financial officer, chief accounting officer Administrative Agent or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of Bank who requests the Borrower to deliver such paper copies until written notice to cease delivering paper copies is given by the Administrative Agent or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersBank.

Financial Statements, Reports, etc. Deliver Borrower shall furnish to Agent for each Lender (and Agent shall promptly thereupon furnish to each Lender) the following, each in such form and such detail as Agent shall reasonably request: (ai) As soon as is practicable, but available and in any no event within 100 later than forty-five (45) days after the end last day of each fiscal year quarter of Borrower, a copy of the Borrower, (i) either (A) consolidated statements Financial Statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Borrower’s Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to date (prepared on a consolidated and consolidating basis), certified by an Executive Officer of Borrower to present fairly the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year end of such fiscal quarter audit adjustments and the corresponding figures possible absence of footnotes); (ii) As soon as available and in no event later than one-hundred and twenty (120) days after the close of each fiscal year of Borrower, (A) copies of the end audited consolidated Financial Statements of the preceding Borrower and Borrower’s Subsidiaries for such fiscal year, prepared by an accounting firm acceptable to Agent, and for (B) copies of the corresponding period unqualified opinions (or qualified opinions reasonably acceptable to Agent) and management letters delivered by such accountants in connection with all such Financial Statements; (iii) Contemporaneously with the preceding fiscal quarterly and year-end Financial Statements required by the foregoing clauses (i) and (ii), in each case, together with (A) a certificate (substantially of an Executive Officer of Borrower in the form of Exhibit DI, appropriately completed (a “Compliance Certificate”) signed and (B) management’s discussion of Borrower’s operations for the period covered by such Financial Statements, including a comparison with Borrower’s operations for the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and corresponding quarter in the opinion of immediately preceding fiscal year or with the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiariesimmediately preceding fiscal year, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently appliedand, subject only to year-end and audit adjustments and to the absence of footnote disclosureif requested by Agent, a budget variance analysis; (civ) Together with the delivery As soon as possible and in no event later than five (5) Business Days after any officer of Borrower knows of the statements referred to in paragraphs occurrence or existence of (aA) and any Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (bB) of this Section 5.1any litigation, a certificate of the chief financial officer, chief accounting officer suits or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether claims against Borrower or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the its Subsidiaries involving potential monetary damages payable by Borrower or any of its Subsidiaries obtaining knowledge of $1,000,000 or more (alone or in the occurrence of aggregate) not covered by insurance; (C) any other event or condition which is reasonably likely to have a Material Adverse Effect; or (D) any Default or Event of Default, a certificate ; the statement of the president, chief financial officer or chief accounting officer an Executive Officer of the Borrower specifying the nature and period of existence setting forth details of such event, condition, Default or Event of Default and what the action the which Borrower has taken, is taking and proposes to take with respect thereto; (v) At least thirty (30) days after the first day of each fiscal year of Borrower, the consolidated operating budget of Borrower and its Subsidiaries for such fiscal year, including quarterly cash flow projections and quarterly projections of Borrower’s compliance with each of the covenants set forth in Paragraph 5.03; (vi) Contemporaneously with the quarterly and year-end Financial Statements required by the foregoing clauses (i) and (ii), a certificate of an Executive Officer of Borrower which sets forth the amount of any membership interest repurchases from members of Borrower or any distributions paid to members of Borrower during the period covered by such Financial Statements; (vii) Such other information relating to compliance by Borrower with the terms of the Credit Documents to which it is a party as any Lender through Agent may from time to time reasonably request; and (eviii) Promptly upon any executive officer Such other certificates, opinions, statements, documents and information relating to the operations or condition (financial or otherwise) of the Borrower or any of its Subsidiaries obtaining knowledge Subsidiaries, and compliance by Borrower with the terms of (i) this Agreement and the institution of other Credit Documents as any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed Lender through Agent may from time to the Lenders), which, in each case might time reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver Furnish to the Administrative Agent with sufficient copies for each Lender:, (a) As as soon as is practicableavailable, but in any event within 100 90 days after the end of each fiscal year of Aceto, the Borrower, (i) either (A) audited consolidated statements balance sheet of income (or operations) Aceto and consolidated statements of cash flows and changes in stockholders' equity its Subsidiaries as of the Borrower and its Consolidated Subsidiaries for end of such year and the related audited consolidated balance sheets statements of income, shareholders equity and cash flow for such year, setting forth in each case in comparative form the respective figures as at of the end of such and for the previous fiscal year, and accompanied by a report thereon of BDO ▇▇▇▇▇▇▇ LLP or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of other independent certified public accountants of recognized national standingstanding selected by Aceto and acceptable to the Required Lenders (the “Auditor”), which opinion report shall state that said consolidated financial be unqualified and which statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were shall be prepared in accordance with GAAP Generally Accepted Accounting Principles, applied consistently throughout on a consistent basis and (ii) the periods reflected therein corresponding consolidating balance sheets of Aceto and its Subsidiaries and the consolidating statements of income for Aceto and its Subsidiaries, all prepared under the supervision of the Chief Financial Officer in accordance with prior periodsGenerally Accepted Accounting Principles; (b) As as soon as is practicableavailable, but in any event within 60 not later than 45 days after the end of each of the first three first, second and third fiscal quarters of each fiscal yearAceto, either (i) the Form 10-Q filed by the Borrower with the Securities consolidated and Exchange Commission or (ii) the consolidating unaudited interim consolidated and consolidating balance sheet of the Borrower Aceto and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures Subsidiaries as of the end of each such quarter and the preceding related unaudited interim consolidated and consolidating statements of income, shareholders equity and cash flow for such quarter and the portion of the fiscal year, year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the preceding previous fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed case prepared by the chief financial officerChief Financial Officer in accordance with Generally Accepted Accounting Principles, the chief accounting officer or applied on a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosureconsistent basis; (c) Together certificates prepared and signed by the Chief Financial Officer with the each delivery of the statements referred to in paragraphs required by clause (a) and clause (b) of this Section 5.1), a certificate as to whether or not, as of the chief financial officerclose of such preceding period and all times during such preceding period, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially Aceto and its Subsidiaries were in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with all the provisions in this Agreement, showing computation of Sections 6.7 financial covenants and 6.8; (d) Promptly upon any executive officer of quantitative negative covenants, and if the Borrower or any of its Subsidiaries obtaining Chief Financial Officer shall have obtained knowledge of the occurrence of any Default or Event of Default, a it shall disclose in such certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has takennature thereof; (d) at all times indicated in clauses (a) above a copy of the management letter, is taking and proposes to take with respect thereto; andif any, prepared by the Auditor; (e) Promptly upon any executive officer within 75 days after the end of each fiscal year of Aceto, the Companies’ annual operating/business plans for the upcoming fiscal year, in form, substance and detail satisfactory to the Administrative Agent and the Lenders; (f) within forty-five (45) days after the end of each fiscal year (a) a schedule of Material Contracts in effect as of the Borrower or any last day of its Subsidiaries obtaining knowledge such fiscal year, and (b) an updated organization chart of Aceto including information as to ownership of all Subsidiaries; (g) within forty-five (45) days after the end of each fiscal quarter, (i) a calculation of Consolidated EBITDA and consolidated revenue of the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Immaterial Subsidiaries or any of their assets, or for such fiscal quarter ended and (ii) a report identifying (x) the cost of the remediation incurred with respect to the Carlstadt Real Property during such fiscal quarter ended, (y) the total of such costs incurred to date, and (z) the outstanding Indebtedness, if any, identified in Section 7.02(m); (h) within forty-five (45) days after the second fiscal quarter and each fiscal year, a list of all locations where the Companies maintain their inventory and specifying whether such location is a leased location, owned location or a warehouse; (i) promptly after submission to any material development government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the normal course of business and which could not result in any adverse action to be taken by such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might agency which action could reasonably be expected to have a Material Adverse Effect; and (j) promptly, prompt notice thereof and from time to time, such other information regarding the operations, business affairs and condition (financial or otherwise) of the Companies or the Subsidiaries as any Lender may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver Furnish to the Administrative Agent (for distribution to each Lender:): (a) As soon as is practicable, but in any event within 100 ninety (90) days after of the end of each fiscal year of the BorrowerCompany, (i) either (A) consolidated statements of income (or operations) such earlier date on which the following is required to be filed with the Securities and consolidated statements of cash flows and changes in stockholders' equity Exchange Commission, a copy of the Borrower audited Consolidated balance sheet of the Company and its Consolidated Subsidiaries for as of the end of such year and the related consolidated balance sheets audited Consolidated statements of income, shareholders’ equity and cash flow for such year, setting forth in comparative form the respective figures as at of the end of such and for the previous fiscal year, or (B) the Form 10K filed and accompanied by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion a report thereon of independent certified public accountants of recognized national standingstanding selected by the Company and satisfactory to the Administrative Agent and the Required Lenders (the “Auditor”), which opinion report shall state that said consolidated financial be unqualified; and which statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were shall be prepared in accordance with GAAP Generally Accepted Accounting Principles, applied consistently throughout on a consistent basis; provided that, the periods reflected therein requirements of this Section 6.03(a) shall be deemed satisfied by delivery to each Lender within the time period specified above of an electronic copy of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) which includes the financial statements described in this Section 6.03(a) prepared in accordance with the requirements therefor and filed with prior periodsthe Securities and Exchange Commission; (b) As as soon as is practicableavailable, but in any event within 60 not later than 45 days after the end of each first, second and third fiscal quarter of the first three fiscal quarters Company, a copy of the Consolidated balance sheet of the Company and its Subsidiaries as of the end of each such quarter and the related Consolidated interim statements of income, shareholders’ equity and cash flow for such quarter and the portion of the fiscal year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the previous fiscal year, either (iprepared by management of the Company in accordance with Generally Accepted Accounting Principles, applied on a consistent basis, and accompanied by a certificate to that effect executed by the Financial Officer of the Company; provided that, the requirements of this Section 6.03(b) shall be deemed satisfied by delivery to each Lender within the time period specified above of an electronic copy of the Company’s Quarterly Report on Form 10-Q for such fiscal quarter, which includes the financial statements described in this Section 6.03(b), prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission; (c) a certificate prepared and signed by the Borrower Financial Officer with each delivery required by clauses (a) and (b), (i) certifying as to whether or not, as of the close of such preceding period, a Default or Event of Default has occurred and is continuing and, if a Default or Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) setting forth, as of the close of such preceding period, reasonably detailed calculations demonstrating compliance of financial covenants and quantitative negative covenants; (d) as soon as available in any event not later than 20 days after the end of each fiscal month of the Company, a copy of the Consolidated balance sheet of the Company and its Subsidiaries as of the end of each such month and the related Consolidated interim statements of income, shareholders’ equity and cash flow for such month and the portion of the fiscal year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the previous fiscal year, prepared by management of the Company in accordance with Generally Accepted Accounting Principles, applied on a consistent basis, and accompanied by a certificate to that effect executed by the Financial Officer of the Company; (e) at all times indicated in clause (a) above a copy of the management letter, if any, prepared by the Auditor; (f) promptly after filing thereof, copies of all regular and periodic financial information, proxy materials and other information and reports which the Company or any Guarantor shall file with the Securities and Exchange Commission or shall send to its shareholders, provided that if such documents and information are available on or through the Company’s website, the Company may comply with this clause (iif) by delivering a notice to the unaudited consolidated balance sheet Lenders setting forth a written reference to such documents and information to be found on or through such website; (g) promptly after submission to any government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in the normal course of the Borrower business and its Consolidated Subsidiarieswhich could not reasonably be expected to result in any materially adverse action to be taken by such agency; (h) as soon as available, as at but in any event not more than twenty (20) days after the end of such each fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to Company, an updated copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for each month following the end of such fiscal quarter through the Term Loan Maturity Date, in a form reasonably satisfactory to the Administrative Agent; (i) no later than sixty (60) days after the Closing Date (or such later date as may be approved from time to time by the Administrative Agent in its sole discretion), a timetable by which benchmarks relating to operations and other restructuring steps are to be attained, which timetable shall be prepared by the Company in consultation with Deloitte & Touche LLP and shall be in form and substance reasonably satisfactory to the Administrative Agent; (j) no later than the first Wednesday following the end of each calendar week ending after the Closing Date, a cash flow projection for the Company for the forthcoming thirteen-week period on a week-by-week basis, in a form reasonably satisfactory to the Administrative Agent; (k) no later than each of the 15th day and the corresponding figures last Business Day of each fiscal month of the Company for the first three months following the Company’s engagement of Deloitte & Touche LLP (or such other financial advisor as is engaged in compliance with Section 6.15), and thereafter, no later than the last Business Day of each fiscal month of the Company, a report from Deloitte & Touche LLP (or such other advisor) in a form reasonably satisfactory to the Administrative Agent and, to the extent the timetable specified in clause (i) above has been delivered, accompanied by a progress report demonstrating implementation of the benchmarks specified in such timetable specified in clause (i) above; (l) as soon as practicable following the Closing Date and thereafter, within 15 days of the end of the preceding fiscal yeareach calendar month, and at such other times as may be requested by the Administrative Agent, as of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request; and the PP&E Component of the Borrowing Base shall be updated (i) from time to time upon receipt of periodic valuation updates received from the Administrative Agent’s asset valuation experts, (ii) concurrently with the sale or commitment to sell any assets constituting part of the PP&E Component, (iii) in the event such assets are idled for the corresponding any reason other than routine maintenance or repairs for a period in excess of ten (10) consecutive days, and (iv) in the preceding fiscal yearevent that the value of such assets is otherwise impaired, as determined in the Administrative Agent’s Permitted Discretion; (m) at such times as may be requested by the Administrative Agent, as of the period then ended, all delivered electronically in a text formatted file acceptable to the Administrative Agent: (i) a detailed aging of each caseLoan Party’s Accounts, including all invoices aged by invoice date and due date (with an explanation of the terms offered), prepared in a manner reasonably acceptable to the Administrative Agent, together with a certificate (substantially in summary specifying the form of Exhibit D) signed by the chief financial officername, the chief accounting officer or a vice president responsible address, and balance due for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosureeach Account Debtor; (cii) Together a schedule detailing each Loan Party’s Inventory, in form reasonably satisfactory to the Administrative Agent, (1) by location (showing Inventory in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at the delivery lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the statements referred Administrative Agent has previously indicated to in paragraphs (a) the Company are deemed by the Administrative Agent to be appropriate, and (b2) including a report of this Section 5.1any variances or other results of Inventory counts performed by such Loan Party since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by such Loan Party and complaints and claims made against such Loan Party); (iii) a certificate worksheet of calculations prepared by each Loan Party to determine Eligible Accounts and Eligible Inventory, such worksheets detailing the chief Accounts and Inventory excluded from Eligible Accounts and Eligible Inventory and the reason for such exclusion; (iv) a reconciliation of each Loan Party’s Accounts and Inventory between (A) the amounts shown in such Loan Party’s general ledger and financial officer, chief accounting officer or a vice president responsible for financial administration of statements and the Borrower, substantially in the form of Exhibit D hereto reports delivered pursuant to clauses (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating above and (B) the amounts and dates shown in reasonable detail compliance with the provisions of Sections 6.7 reports delivered pursuant to clauses (i) and 6.8; (dii) Promptly upon any executive officer of above and the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence Borrowing Base Certificate delivered pursuant to clause (l) above as of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretodate; and (ev) Promptly upon any executive officer a reconciliation of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed loan balance per each Loan Party’s general ledger to the Lenders)loan balance under this Agreement; and (n) promptly, whichfrom time to time, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information regarding the operations, business affairs and condition (financial or otherwise) of the Company or the Guarantors as any Lender may reasonably request. Notwithstanding anything to the contrary herein if, at any time, the Company shall create, establish or acquire any Subsidiary, all financial statements and other information to be reasonably available provided to it (without waiver of any applicable evidentiary privilege) to enable the Administrative Agent and the Lenders pursuant to evaluate this Section 6.03 shall be prepared on a consolidated basis with respect to the Company and such mattersSubsidiary or Subsidiaries, as applicable.

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' ’ equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10-K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10-K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit DC) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D C hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 6.6 and 6.86.7; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.

Financial Statements, Reports, etc. Deliver Except as expressly set forth in Section 6.1(b) below, the Borrower shall furnish to the Agent the following, each Lenderin such form and such detail as the Lenders shall reasonably request: (ai) As soon as is practicable, but in any event within 100 Within fifty (50) days after the end last day of each fiscal year quarter of the Borrower, (i) either (A) a copy of the Financial Statements of the Borrower for such quarter and for the fiscal year to date (including consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of Financial Statements for the Borrower and its Consolidated Subsidiaries for such year Subsidiaries), certified by the president or chief financial officer of the Borrower to present fairly the financial condition, results of operations and the related consolidated balance sheets as at the other information reflected therein and to have been prepared in accordance with GAAP (subject to year-end of such yearaudit adjustments), or and (B) the Form 10K -Q Report filed by the Borrower with the Securities and Exchange Commission and for such quarter; (ii) if not included in Within ninety-five (95) days after the close of each fiscal year of the Borrower, (A) copies of the audited Financial Statements of the Borrower for such Form 10Kyear (including consolidated Financial Statements for the Borrower and its Subsidiaries), an opinion of prepared by independent certified public accountants of recognized national standingacceptable to the Lenders, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations (B) copies of the Borrower unqualified opinions (or qualified opinions reasonably acceptable to the Lenders) and its Consolidated Subsidiaries management letters delivered by such accountants in connection with all such Financial Statements, (C) certificates of all such accountants to the Lenders stating that in making the examination necessary for their opinion they have obtained no knowledge of any Event of Default or Default which has occurred and is continuing, or if, in the opinion of such accountants, an Event of Default or Default has occurred and is continuing, a statement as at to the end ofnature thereof (or other certificates of such accountants reasonably acceptable to the Lenders), and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (iD) the Form 10-Q K Report filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter year; (iii) Contemporaneously with the quarterly and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to financial statements required by the absence of footnote disclosure; foregoing clauses (c) Together with the delivery of the statements referred to in paragraphs (ai) and (b) of this Section 5.1ii), a certificate of the president or chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, Borrower in substantially in the form of Exhibit D hereto 6.1(a) hereto, in such detail as the Agent may reasonably request which sets forth the calculations conducted to verify that the Borrower is in compliance with (iA) the net worth covenant set forth in Section 6.2(g) and (B) the limitations on Indebtedness set forth in Sections 6.2 (a) and 6.2(h), stating whether or not the signer has knowledge of any Default or that no Event of Default andand no Default has occurred and is continuing, or, if so, specifying each any such Default or Event of Default of which the signer or Default has knowledge occurred and is continuing, a statement as to the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; (iv) As soon as possible and in no event later than five (5) Business Days after any registration statement, annual quarterly or other report, proxy or financial statement is sent, made available or filed, with the Securities and Exchange Commission notification to the Agent that such items are available on ▇▇▇▇▇, and copies of and all reports and financial statements sent or made available by the Borrower to the holders of Senior Indebtedness; (v) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the operations or condition (financial or otherwise) of the Borrower, and compliance by the Borrower with the terms of this Agreement and the other Transaction Documents as the Agent may from time to time reasonably request; and (evi) Promptly upon Notwithstanding any executive officer of provision to the contrary contained in this Agreement, Borrower or any of its Subsidiaries obtaining knowledge of (i) shall deliver to the institution of any actionAgent, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed for distribution to the Lenders), whichtrue, correct and complete copies of the items described in each case might reasonably be expected Section 6.1(a)(ii) hereof, (1) for the fiscal year ended December 31, 2006, on or prior to have a Material Adverse EffectDecember 31, prompt notice thereof 2008, (2) for the fiscal year ended December 31, 2007, on or prior to March 31, 2009, and such other information as may be reasonably available (3) for the fiscal year ended December 31, 2008, on or prior to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersJune 30, 2009.

Financial Statements, Reports, etc. Deliver to each Lender: (a) As soon as is practicable, but in any event within 100 90 days after the end of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods; (b) As Commencing with the quarter ending June 30, 1997 and as soon as is practicable, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarterof, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosure; (c) Together with the delivery of the statements referred to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8; (d) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available by the Borrower or any of its Subsidiaries to its shareholders generally, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by any of them with any securities exchange or with the Securities and Exchange Commission, or any comparable foreign bodies, and of all press releases and other statements made available generally by any of them to the public concerning material developments in the business of the Borrower or any of its Subsidiaries; (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and; (ef) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters; and (g) As soon as available, the Pro Forma Balance Sheet.

Financial Statements, Reports, etc. Deliver In the case of the Company, furnish to the Administrative Agent and each Lender: (a) As soon as is practicable, but in any event within 100 90 days after the end of each fiscal year of the Borroweryear, (i) either (A) consolidated its Consolidated balance sheet and related Consolidated statements of income (or operations) and consolidated statements of earnings, cash flows and changes in stockholders' equity shareholders’ equity, showing the financial position of the Borrower Company and its Consolidated Subsidiaries for as of the close of such fiscal year and the related consolidated balance sheets as at the end their results of operations and cash flows for such year, all audited by PricewaterhouseCoopers LLP or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, an opinion of other independent certified public accountants of recognized national standing, standing and accompanied by an opinion of such accountants (which opinion shall state not be qualified in any material respect except with the consent of the Required Lenders) to the effect that said consolidated such Consolidated financial statements fairly present in all material respects the consolidated financial position and position, results of operations and cash flows of the Borrower and its Company on a Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared basis in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsapplied; (b) As soon as is practicable, but in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated its Consolidated balance sheet and related Consolidated statements of earnings and cash flows showing the financial position of the Borrower Company and its Consolidated Subsidiaries, Subsidiaries as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end close of such fiscal quarter and the corresponding figures as their results of the end of the preceding fiscal year, and operations for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the then elapsed portion of the fiscal year and their cash flows for the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial position, results of their operations for and cash flows of the quarter then ended Company on a Consolidated basis in conformity accordance with GAAP consistently applied, subject only to normal year-end and audit adjustments and to the absence of footnote disclosureadjustments; (c) Together concurrently with the any delivery of the financial statements referred to in paragraphs under paragraph (a) and or (b) of this Section 5.1above, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrowercertificate, substantially in the form of Exhibit D hereto G hereto, of the accounting firm or Financial Officer opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) stating whether or not the signer certifying that no Default has knowledge of any Default or Event of Default andoccurred or, if sosuch Default has occurred, specifying each such Default or Event of Default of which the signer has knowledge and the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) demonstrating setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the provisions of covenants contained in Sections 6.7 7.01 and 6.87.02; (d) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of promptly after the occurrence of any Default event or Event condition which makes the information thereon inaccurate, incomplete or untrue, an update to Schedule 3.07; (e) promptly after the same become publicly available, copies of Defaultall periodic and other reports, a certificate proxy statements and other materials filed by it with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence functions of such Default Commission, or Event of Default and what action with any national securities exchange, or distributed to its shareholders, as the Borrower has taken, is taking and proposes to take with respect theretocase may be; and (ef) Promptly upon any executive officer promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower Company or any Subsidiary, or compliance with the terms of its Subsidiaries obtaining knowledge of the Loan Documents, as the Administrative Agent may reasonably request. Information required to be delivered pursuant to paragraphs 5.04(a), 5.04(b) or 5.04(e) above shall be deemed to have been delivered on the date on which the Company provides notice to the Lenders that such information has been posted on the Company’s website on the Internet at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇, at ▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇ or at another website identified in such notice and accessible by the Lenders without charge; provided that (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or such notice may be included in a certificate delivered pursuant to paragraph 5.04(c) and (ii) any material development the Borrower shall deliver paper copies of the information referred to in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lendersparagraphs 5.04(a), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege5.04(b) or 5.04(e) to enable the Lenders to evaluate any Lender which requests such mattersdelivery.

Financial Statements, Reports, etc. Deliver In the case of the Borrower, furnish to the Paying Agent and each Lender: (a) As as soon as is practicable, but available and in any event within 100 120 days after the end of each fiscal year year, a consolidated balance sheet and related statement of income and retained earnings and cash flows showing the Borrower, financial condition of each of (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission subsidiaries and (ii) if not included PTI and its subsidiaries as of the close of and during such fiscal year, in such Form 10K, an opinion of each case audited by Deloitte & Touche LLP or other independent certified public accountants of recognized national standing, standing and accompanied by an opinion of such accountants (which opinion shall state not be qualified in any material respect) to the effect that said such consolidated financial statements fairly present the consolidated financial position condition and results of operations of (A) the Borrower and its Consolidated Subsidiaries subsidiaries and (B) PTI and its subsidiaries, as at the end ofcase may be, and for, such fiscal year and that such financial statements were prepared on a consolidated basis in accordance with GAAP consistently applied consistently throughout (except as otherwise provided in the periods reflected therein and with prior periodsnotes thereto); (b) As as soon as is practicableavailable and in any event within 120 days after the end of each fiscal year, but an unaudited consolidating balance sheet and related statement of income for the Borrower and its subsidiaries for the four quarter period ending as of the close of such fiscal year; (c) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or, either in the case of PFS, each fiscal quarter), a consolidated balance sheet and related statement of income and retained earnings and cash flows showing the financial condition of each of (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or its subsidiaries, (ii) the unaudited consolidated balance sheet PTI and its subsidiaries and (iii) PFS and its subsidiaries as of the Borrower close of and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of during such fiscal quarter and the corresponding figures as then elapsed portion of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form of Exhibit D) signed case certified by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion one of the Borrower's, all adjustments necessary to present PTI's or PFS's (as the case may be) Financial Officers as fairly presenting the financial position condition and results of operations of (A) the Borrower and its Consolidated Subsidiariessubsidiaries, (B) PTI and its subsidiaries and (C) PFS and its subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended on a consolidated basis in conformity accordance with GAAP consistently applied, subject only to year-end and audit adjustments and to applied (except for the absence of footnote disclosure; (c) Together with the delivery of the statements referred ), subject to in paragraphs (a) and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8normal year-end audit adjustments; (d) Promptly upon concurrently with any executive officer delivery of financial statements under paragraph (a), (b) or (c) above, (i) a certificate of the applicable accounting firm or Financial Officer opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that no Event of Default has occurred and that no Default has occurred and is continuing or, if such an Event of Default has occurred or a Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) a certificate of a Financial Officer of the Borrower setting forth the Net Termination Value as of the date of such financial statements; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Restricted Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its public shareholders, as the case may be; and (f) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries obtaining knowledge of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower Restricted Subsidiary or any of its Subsidiaries obtaining knowledge of (i) subsidiaries, or compliance with the institution terms of any actionLoan Document, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting as the Borrower Paying Agent or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might Lender may reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver Furnish to each Lenderthe Bank: (a) As as soon as is practicableavailable, but in any event within 100 120 days after the end of each fiscal year of the BorrowerCompany, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity a copy of the Borrower and its Consolidated Subsidiaries for audited balance sheet of the Company as of the end of such year and the related consolidated balance sheets audited statements of income, shareholders equity and cash flow for such year, setting forth in each case in comparative form the respective figures as at of the end of such and for the previous fiscal year, or (B) the Form 10K filed and accompanied by the Borrower with the Securities and Exchange Commission and (ii) if not included in such Form 10K, a report thereon of an opinion of independent certified public accountants accounting firm of nationally recognized national standingstanding selected by the Company and reasonably satisfactory to the Bank (the “Auditor”), which opinion report shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end ofbe unqualified, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP Generally Accepted Accounting Principles, applied consistently throughout the periods reflected therein on a consistent basis, and with prior periodsrespect to the statements referred to in clause (ii), accompanied by a certificate to that effect executed by the Chief Financial Officer or President; (b) As as soon as is practicableavailable, but in any event within not later than 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Company, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) a copy of the unaudited consolidated interim balance sheet of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows for such quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures Company as of the end of each such quarter and the preceding related unaudited interim statements of income, shareholders equity and cash flow for such quarter and the portion of the fiscal year, year through such date and setting forth in each case in comparative form the respective figures for the corresponding date and period in the preceding previous fiscal year, in each casecase prepared by the Auditor on a compilation basis in accordance with Generally Accepted Accounting Principles, applied on a consistent basis, and accompanied by a certificate to that effect executed by the Auditor (except that, in the case of any interim financial statements, such financial statements may be condensed and may not contain all of the note information required by Generally Accepted Accounting Principles and may be subject to normal and recurring year-end audit adjustments), together with a certificate (substantially in comparison of actual results to the form of Exhibit D) signed projections prepared by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower Company and delivered to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations Bank for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosurerelevant period; (c) Together a certificate prepared and signed by the Auditor with each delivery required by clause (a) and (b) and a certificate prepared and signed by the Chief Financial Officer or President with each delivery of the statements referred to in paragraphs required by clauses (a) and (b) of this Section 5.16.03, a certificate as to whether or not, as of the chief financial officerclose of such preceding period and at all times during such preceding period, chief accounting officer or a vice president responsible for financial administration the Company was to its knowledge in compliance with all the material provisions in this Agreement, showing (with respect to the delivery of the Borrowerfinancial statements referred to in clauses (a) and (b) of this Section 6.03) computation of financial covenants and quantitative negative covenants, substantially and if the Auditor or Chief Financial Officer or President, as the case may be, shall have obtained knowledge of any default in such compliance or notice of such default, it shall disclose in such certificate such default or defaults or notice thereof and the form of Exhibit D hereto (i) stating nature thereof, whether or not the signer has knowledge of any same shall constitute a Default or an Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating in reasonable detail compliance with the provisions of Sections 6.7 and 6.8hereunder; (d) Promptly upon any executive officer at all times indicated in clause (a) above, a copy of the Borrower or any of its Subsidiaries obtaining knowledge of management letter, if any, prepared by the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; andAuditor; (e) Promptly upon as soon as available, but in any executive officer event within 15 days after the end of each fiscal year of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any actionCompany, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any an aging schedule of their assetsrespective accounts payables, current as of the last day of the immediately preceding fiscal quarter certified by the Chief Financial Officer or President of the Company and in form, substance and detail reasonably acceptable to the Bank; (iif) any material development as soon as available, but in any such actionevent within 15 days after the end of the second fiscal quarter and of each fiscal year of the Company, suitan aging schedule of the Company’s accounts receivable and notes receivable an aging schedule of their respective accounts payables, proceedingeach current as of the last day of the immediately preceding fiscal quarter certified by the Chief Financial Officer or President of the Company and in form, investigation or arbitration (whether or not previously disclosed substance and detail reasonably acceptable to the LendersBank; (g) promptly after filing thereof, copies of all financial statements and reports that the Company sends to its shareholders, and copies of all regular, periodic and special financial information (including, Forms 8-k), whichproxy materials, reports and other information which the Company shall file with the Securities and Exchange Commission; (h) promptly after submission to any government or regulatory agency, all documents and information furnished to such government or regulatory agency other than such documents and information prepared in each case might the normal course of business and which could not reasonably be expected to have result in any adverse action against the Company or any Guarantor to be taken by such agency that would result in a Material Adverse Effect. (i) promptly, prompt notice thereof and from time to time, such other information regarding the operations, business affairs and condition (financial or otherwise) of the Company or any Guarantor as the Bank may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such mattersrequest.

Financial Statements, Reports, etc. Deliver The Company shall furnish to each Lender------------------------------------ Purchaser which, together with its Affiliates, purchases and continues to own at least 10% of the Shares: (a) As as soon as is practicableavailable, but and in any event within 100 90 days after the end of each fiscal year of the BorrowerCompany, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity an audited financial statement of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheets Company as at of the end of such fiscal year, or (B) the Form 10K filed by the Borrower with the Securities and Exchange Commission and ; (ii) if not included in such Form 10Kthe related statements of income, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present stockholders' equity and cash flows for the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were then ended, prepared in accordance with GAAP applied consistently throughout and certified by Grant Thornton LLP or another firm of independent public accountant▇ ▇▇ ▇▇▇▇▇▇▇▇▇d national standing selected by the periods reflected therein board of directors of the Company (the "Annual Financial Statements"); and with prior periods;(iii) any related management letters from such accounting firm. (b) As as soon as is practicableavailable, but and in any event within 60 30 days after the end of each of the first three fiscal quarters of month in each fiscal year, either (i) the Form 10-Q filed by the Borrower with the Securities and Exchange Commission or (ii) the unaudited consolidated year a balance sheet of the Borrower Company, and its Consolidated Subsidiariesthe related statement of income (with statements of stockholders' equity and cash flows to be provided quarterly), unaudited but prepared in accordance with GAAP (except that such unaudited financial statements need not contain all of the required footnotes and are subject to normal, recurring, non-material year-end adjustments) and certified by the chief financial officer of the Company (the "Monthly Balance Sheet"). The Monthly Balance Sheet should be prepared as at of the end of such fiscal quarter, and the related unaudited month with statements of income income, stockholders' equity and cash flows for such quarter month and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and the corresponding figures as of the end of the preceding fiscal year, and for the corresponding period in the preceding fiscal yearmonth, in each case, together case with a certificate (substantially in comparative statements for the form of Exhibit D) signed prior fiscal year and the most recent 12-month budget delivered by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower Company pursuant to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position of the Borrower and its Consolidated Subsidiaries, as the case may be, as at the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently applied, subject only to year-end and audit adjustments and to the absence of footnote disclosureSection 6.9(c) hereof; (c) Together with as soon as available and in any event no later than 30 days prior to the delivery start of each fiscal year an annual business plan and capital and operating expense budget, cash flow projections and income and loss projections for the Company, in respect of such fiscal year, as approved by the board of directors of the statements referred to in paragraphs (a) Company and (b) of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration of the Borrower, substantially in the form of Exhibit D hereto (i) stating whether or not the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of which the signer has knowledge and the nature thereof and (ii) demonstrating all itemized in reasonable detail compliance with and prepared on a quarterly basis, and, promptly after preparation, any revisions to any of the provisions of Sections 6.7 and 6.8; foregoing; (d) Promptly upon any executive officer material document relating to the affairs of the Borrower or Company delivered by the Company to any of its Subsidiaries obtaining knowledge shareholders of the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect theretoCompany; and (e) Promptly upon any executive officer of the Borrower or any of its Subsidiaries obtaining knowledge of (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assets, or (ii) any material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), which, in each case might reasonably be expected to have a Material Adverse Effect, prompt notice thereof and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate such matters.

Financial Statements, Reports, etc. Deliver The Borrower shall furnish to each Lender:the Administrative Agent (in reasonable detail satisfactory to the Administrative Agent): (a) As as soon as available but in any event no later than one hundred twenty (120) days (or, in the case of the fiscal year ending December 31, 2021, one hundred fifty (150) days) after the close of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2021), the Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal year and the related Consolidated statements of income, members’ equity and cash flows for such fiscal year, such Consolidated financial statements to be audited by, and accompanied by a report of, a firm of independent certified public accountants reasonably acceptable to the Administrative Agent, to the effect that such Consolidated financial statements have been prepared in conformity with GAAP consistently applied, which audit and accompanying report shall not contain any qualification or exception, together with a certificate of such accountants stating that, in connection with their audit of the Borrower and its Subsidiaries they have reviewed the provisions of this Agreement and that nothing has come to their attention to lead them to believe that any Event of Default hereunder exists or, if such is practicablenot the case, specifying such Event of Default and the nature thereof (it being understood that the examination of such accountants cannot be relied upon to give them knowledge of any Event of Default except as it relates to accounting or auditing matters); (b) as soon as available but in any event no later than sixty (60) days after the end of each fiscal quarter of the Borrower (including the fourth fiscal quarter of each year), the Consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of such fiscal quarter and the related Consolidated statements of income, members’ equity and cash flows for such fiscal quarter, all prepared internally in reasonable detail satisfactory to the Administrative Agent in accordance with GAAP consistently applied (subject to the absence of footnotes and year-end audit adjustments); (c) concurrently with the financial statements specified in clause (b) of this Section, a certificate duly executed by a Responsible Officer substantially in the form of Exhibit C hereto (a “Compliance Certificate”), (i) certifying that no Default or Event of Default has occurred and is continuing as of the date of delivery of such certificate, or if a Default or Event of Default is continuing, stating the nature thereof in reasonable detail and any action taken or proposed to be taken with respect thereto and (ii) submitting calculations showing compliance with the financial covenants set forth in Section 6.25 for the fiscal period covered by such financial statements; (d) as soon as available, but in any event within 100 no later than thirty (30) days after the end last day of each fiscal year of the Borrower, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders' equity of the Borrower and financial projections for its Consolidated Subsidiaries for such year and the related consolidated balance sheets as at the end of such next succeeding fiscal year, or (B) which projections shall be satisfactory in form and detail to the Form 10K filed Administrative Agent and shall be prepared by the Borrower with the Securities and Exchange Commission and (ii) if not included a Responsible Officer in such Form 10Kgood faith, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periodsbased upon reasonable assumptions; (be) As as soon as is practicable, available but in any event within 60 no later than sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal yearthe Borrower, either a narrative discussion and analysis (iin a management discussion analysis format) of the Form 10-Q filed by the Borrower with the Securities financial condition (including, but not limited to, pro forma projections) and Exchange Commission or (ii) the unaudited consolidated balance sheet results of operations of the Borrower and its Consolidated Subsidiaries, as at the end of such fiscal quarter, and the related unaudited statements of income and cash flows Subsidiaries for such quarter period (in form reasonably acceptable to the Administrative Agent or in the manner set forth in the relevant filing with the SEC to the extent contained therein) and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter and period, as compared to the corresponding figures as comparable periods of the end previous year; (f) concurrently with the financial statements specified in clause (a) of this section, a narrative discussion and analysis (in a management discussion analysis format) of the preceding fiscal yearfinancial condition (including, but not limited to, pro forma projections) and for the corresponding period in the preceding fiscal year, in each case, together with a certificate (substantially in the form results of Exhibit D) signed by the chief financial officer, the chief accounting officer or a vice president responsible for financial administration of the Borrower to the effect that such financial statements, while not examined by independent public accountants, reflect, in his opinion and in the opinion of the Borrower, all adjustments necessary to present fairly the financial position operations of the Borrower and its Consolidated Subsidiaries, as Subsidiaries for such period (in form reasonably acceptable to the case may be, as at Administrative Agent or in the manner set forth in the relevant filing with the SEC to the extent contained therein) and for the period from the beginning of the then current fiscal year to the end of the fiscal quarter and the results of their operations for the quarter then ended in conformity with GAAP consistently appliedsuch period, subject only to year-end and audit adjustments and as compared to the absence comparable periods of footnote disclosurethe previous year; (cg) Together promptly after the same are available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower (or any parent thereof, including the Parent) may file or be required to file with the delivery SEC under Section 13 or 15(d) of the statements referred Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (h) as soon as available but in paragraphs any event no later than ten (a10) and (b) Business Days after the end of this Section 5.1, a certificate of the chief financial officer, chief accounting officer or a vice president responsible for financial administration each calendar month of the Borrower, substantially a certificate duly executed by a Responsible Officer submitting calculations showing compliance with the financial covenant set forth in Section 6.25(a) as of the form last day of Exhibit D hereto such calendar month; and (i) stating whether with reasonable promptness, such other information regarding a Restricted Group Member as the Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 6.3(a) or not (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the signer has knowledge of any Default or Event of Default and, if so, specifying each such Default or Event of Default of date (i) on which the signer has knowledge and Borrower posts such documents, or provides a link thereto on the nature thereof and Borrower’s website on the Internet at the website address listed on Schedule 3 (as updated from time to time); (ii) demonstrating on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) if applicable, on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System (or any successor thereto), including on any Form 10-K, Form 10-Q or Form 8-K filing; provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in reasonable detail any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Notwithstanding anything to the provisions of Sections 6.7 and 6.8; (d) Promptly upon contrary in this Section 6.3 or any executive officer other Loan Document, none of the Borrower or any of its Subsidiaries obtaining knowledge shall be required to disclose any document, information or other matter (1) that constitutes non-financial trade secrets, (2) in respect of which disclosure to the occurrence of any Default or Event of Default, a certificate of the president, chief financial officer or chief accounting officer of the Borrower specifying the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and proposes to take with respect thereto; and (e) Promptly upon any executive officer of the Borrower Administrative Agent or any of its Subsidiaries obtaining knowledge of Lender (i) the institution of any action, suit, proceeding, investigation or arbitration by any Governmental Authority or other Person against or affecting the Borrower or any of its Subsidiaries or any of their assetsrespective representatives) is prohibited by any applicable law or any binding contractual agreement as to confidentiality with a third party or (3) is subject to attorney-client privilege or constitutes attorney work product. The Borrower hereby acknowledges that (a) the Administrative Agent and the Arrangers may, but shall not be obligated to, make available to the Lenders materials and information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (iithe “Platform”) any and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material development in any such action, suit, proceeding, investigation or arbitration (whether or not previously disclosed non-public information with respect to the Lenders)Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, in each case might reasonably at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be expected deemed to have a Material Adverse Effectauthorized the Administrative Agent, prompt notice thereof the Arrangers and such other information as may be reasonably available to it (without waiver of any applicable evidentiary privilege) to enable the Lenders to evaluate treat such mattersBorrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”