Common use of Financial Reports, Etc Clause in Contracts

Financial Reports, Etc. (a) As soon as practical and in any event (i) within 90 days of the end of the fiscal year of the Parent deliver or cause to be delivered to the Agent financial statements of the Parent and its Subsidiaries (including Borrower) on a consolidated and consolidating basis in form and content acceptable to the Agent, setting forth comparative financial statements for the preceding fiscal year, all prepared in accordance with GAAP and in the case of the consolidated statements containing an unqualified opinion of independent certified public accountants acceptable to the Agent, together with a certificate of the chief financial officer of the Parent demonstrating compliance with Section 8.12 hereof (which certificate shall be in the form of Exhibit H attached hereto); (ii) within 45 days of the end of each fiscal quarter of the Parent, other than the last, of each fiscal year deliver to the Agent financial statements of the Parent and its Subsidiaries (including the Borrower) on a consolidated and consolidating basis in form and content acceptable to the Agent for the period from the beginning of the fiscal year through the end of such reporting period, all prepared in accordance with GAAP subject to normal year end adjustments and certified by the chief financial officer of Parent to be accurate and correct, together with a certificate of the chief financial officer of Parent containing computations for such quarter comparable to that required pursuant to subparagraph (a)(i) herein; (iii) within 15 days following the last day of each calendar month deliver to the Agent (A) a summary and aging of Eligible Receivables, (B) a summary of Eligible Inventory and (C) a Borrowing Base Certificate to the Bank in the form of Exhibit I attached hereto; (iv) within five days of receipt thereof a copy of any management letter furnished to Parent by its public accountants; (v) within five days of mailing or filing any report filed with the Securities and Exchange Commission or any stock exchange and (vi) upon any officer of the Borrower obtaining knowledge of any litigation or other proceedings being instituted against the Borrower, the Parent or any of their Subsidiaries, or any attachment, levy, execution or other process being instituted against any assets of the Borrower, the Parent or any of their Subsidiaries, making a claim or claims in an aggregate amount greater than $1,000,000 not otherwise covered by insurance, promptly deliver to the Agent written notice thereof stating the nature and status of such litigation, dispute, proceeding, levy, execution or other process.

Financial Reports, Etc. (a) As soon as practical and in any event within one hundred twenty (i120) within days (90 days in the case of Consoltex Group's audited consolidated financial statements and one hundred eighty (180) days in the case of Rafytek, Consoltex Mexico and Rafytica) after the end of the fiscal year of the Parent each Fiscal Year (without duplication), deliver or cause to be delivered to each Agent and each Lender (i) the Agent financial statements audited consolidated and unaudited consolidating balance sheet of the Parent Consoltex Group and its Subsidiaries (including Borrower) on a Subsidiaries, in each case as at the end of such Fiscal Year, and the notes thereto, and the related consolidated and consolidating basis in form statements of income, consolidated statements of stockholders' equity and content acceptable to consolidated statements of cash flows, and the Agentrespective notes thereto, for such Fiscal Year, setting forth comparative financial statements for the preceding fiscal yearFiscal Year, all prepared in accordance with GAAP and containing, with respect to the consolidated financial statements of Consoltex Group and its Subsidiaries, an opinion of PriceWaterhouseCoopers, LLP, or other such independent certified public or chartered accountants selected by Consoltex Group and approved by the Agents, which approval shall not be unreasonably withheld or delayed, which is unqualified as to the scope of the audit performed, the "going concern" status of Consoltex Group or any other matter or issue not reasonably acceptable to the Required Lenders, and accompanied (in the case of the consolidated financial statements containing of any Borrower or Guarantor other than Consoltex Group) by a certificate of an unqualified opinion of independent certified public accountants acceptable Authorized Representative to the Agenteffect that such financial statements present fairly the financial condition of such Borrower or Guarantor (as the case may be) as of the end of such Fiscal Year and the results of their operations and the changes in their financial position for such Fiscal Year, together with (ii) a certificate of the chief financial officer Chief Financial Officer of the Parent Consoltex Group demonstrating compliance with Section 8.12 hereof (SECTIONS 11.1(A) THROUGH 11.1(E) AND 11.3 for the measurement period or date therefor ending on the last day of such Fiscal Year, which certificate shall be substantially in the form of Exhibit H attached hereto); (ii) within 45 days of the end of each fiscal quarter of the Parent, other than the last, of each fiscal year deliver to the Agent financial statements of the Parent EXHIBIT I and its Subsidiaries (including the Borrower) on a consolidated and consolidating basis in form and content acceptable to the Agent for the period from the beginning of the fiscal year through the end of such reporting period, all prepared in accordance with GAAP subject to normal year end adjustments and certified by the chief financial officer of Parent to be accurate and correct, together with a certificate of the chief financial officer of Parent containing computations for such quarter comparable to that required pursuant to subparagraph (a)(i) herein; (iii) within 15 days following the last day of each calendar month deliver updates or supplements to SCHEDULES 9.4, 9.12 AND 9.17, respectively, if and to the Agent (A) a summary and aging of Eligible Receivablesextent necessary to ensure that the representations set forth in SECTIONS 9.4, (B) a summary of Eligible Inventory and (C) a Borrowing Base Certificate to the Bank 9.12 AND 9.17, respectively, are correct in the form of Exhibit I attached hereto; (iv) within five days of receipt thereof a copy of any management letter furnished to Parent by its public accountants; (v) within five days of mailing or filing any report filed with the Securities and Exchange Commission or any stock exchange and (vi) upon any officer all material respects as of the Borrower obtaining knowledge date of any litigation or other proceedings being instituted against the Borrower, the Parent or any of their Subsidiaries, or any attachment, levy, execution or other process being instituted against any assets of the Borrower, the Parent or any of their Subsidiaries, making a claim or claims in an aggregate amount greater than $1,000,000 not otherwise covered by insurance, promptly deliver to the Agent written notice thereof stating the nature and status delivery of such litigation, dispute, proceeding, levy, execution updates or other process.supplements;

Financial Reports, Etc. (a) As soon as practical and in any event (i) within 90 95 days of after the end of the fiscal year each Fiscal Year of the Parent Borrower, deliver or cause to be delivered to the Agent financial statements and each Lender (i) consolidated balance sheets of the Parent Borrower and its Subsidiaries (including Borrower) on a as of the end of such Fiscal Year, and the notes thereto, and the related consolidated statements of income, stockholders' equity and consolidating basis in form cash flows, and content acceptable to the Agentrespective notes thereto, for such Fiscal Year, setting forth comparative financial statements for the preceding fiscal yearFiscal Year, all prepared in accordance with GAAP applied on a Consistent Basis and in the case of containing, with respect to the consolidated statements containing an unqualified opinion financial statements, opinions of Ernst & Young, LLP or other such independent certified public accountants selected by the Borrower and approved by the Agent, which are unqualified as to the scope of the audit performed and as to the "going concern" status of the Borrower and without any exception not acceptable to the AgentLenders, together with (ii) a certificate of the chief financial officer of the Parent a Responsible Officer demonstrating compliance with Section 8.12 hereof (SECTIONS 10.1(a), 10.1(b) and 10.1(c) and 10.3, which certificate shall be in the form of Exhibit H attached hereto)EXHIBIT H, and (iii) consolidating balance sheets of the Borrower and each Guarantor as of the end of such Fiscal Year, and the notes thereto, and the related consolidating statements of income, and the respective notes thereto, for such Fiscal Year, setting forth comparative financial statements for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a Consistent Basis; (iib) as soon as practical and in any event within 45 50 days of after the end of each fiscal quarter (except the last fiscal quarter of the Parentany Fiscal Year), other than the last, of each fiscal year deliver to the Agent financial statements and each Lender (i) consolidated balance sheets of the Parent Borrower and its Subsidiaries (including as at the Borrower) on a end of such fiscal quarter, and the related consolidated statements of income, stockholders' equity and consolidating basis in form cash flows for such fiscal quarter and content acceptable to the Agent for the period from the beginning of the fiscal year then current Fiscal Year through the end of such reporting period, all prepared in accordance with GAAP subject to normal year end adjustments and certified accompanied by the chief financial officer of Parent to be accurate and correct, together with a certificate of a Responsible Officer to the chief effect that such financial officer statements present fairly the financial position of Parent the Borrower and its Subsidiaries as of the end of such fiscal period and the results of their operations and the changes in their financial position for such fiscal period, in conformity with the standards set forth in SECTION 8.5(a) with respect to interim financial statements, (ii) a certificate of a Responsible Officer containing computations for such quarter comparable to that required pursuant to subparagraph (a)(i) herein; SECTION 9.1(a)(ii), and (iii) within 15 days following consolidating balance sheets of the last day Borrower and each Guarantor as at the end of such fiscal quarter, and the related consolidating statements of income for such fiscal quarter and for the period from the beginning of the then current Fiscal Year through the end of such reporting period; S-74 <PAGE> 82 (c) together with each calendar month delivery of the financial statements required by SECTION 9.1(a)(i), deliver to the Agent and each Lender a letter from the Borrower's accountants specified in SECTION 9.1(a)(i) stating that in performing the audit necessary to render an opinion on the financial statements delivered under SECTION 9.1(a)(i), they obtained no knowledge of any Default or Event of Default by the Borrower in the fulfillment of the terms and provisions of this Agreement insofar as they relate to financial matters (Awhich at the date of such statement remains uncured); or if the accountants have obtained knowledge of such Default or Event of Default, a statement specifying the nature and period of existence thereof; (d) a summary and aging of Eligible Receivables, (B) a summary of Eligible Inventory and (C) a Borrowing Base Certificate promptly upon their becoming available to the Bank in Borrower, deliver to the form of Exhibit I attached hereto; (iv) within five days of receipt thereof Agent and each Lender a copy of (i) all regular or special reports or effective registration statements which Borrower or any management letter furnished to Parent by its public accountants; (v) within five days of mailing or filing any report filed Subsidiary shall file with the Securities and Exchange Commission (or any stock successor thereto) or any securities exchange and (viii) upon any officer proxy statement distributed by the Borrower or any Subsidiary to its shareholders, bondholders or the financial community in general; (e) concurrently with the delivery of the Borrower obtaining knowledge financial statements referred to in SECTION 9.1(a) and the delivery of any litigation or other proceedings being instituted against the Borrower, financial statements required to be delivered under SECTION 9.1(b) at the Parent or any end of their Subsidiaries, or any attachment, levy, execution or other process being instituted against any assets the second quarterly period of each Fiscal Year of the Borrower, deliver or cause to be delivered to the Parent Agent and each Lender a report of the Borrower with respect to the environmental matters affecting the Borrower and the Subsidiaries in the same level of detail and of the same scope as that furnished to the lenders under the Existing Agreement; (f) concurrently with the delivery of the financial statements required to be delivered under SECTION 9.1(a) or (b), deliver or cause to be delivered to the Agent and each Lender notice of any request for indemnity under the terms of the Spinoff Documents and the Line of Business Transfer Documents either delivered to, or received from, GenCorp which, when aggregated with all other such requests would exceed $10,000,000 and, with respect to such requests from GenCorp, the position of the Borrower in response to such request; and (g) promptly, from time to time, deliver or cause to be delivered to the Agent and each Lender such other information regarding Borrower's and any Subsidiary's operations, business affairs and financial condition as the Agent or such Lender may reasonably request. Subject to the provisions of SECTION 13.1(h), the Agent and the Lenders are hereby authorized to deliver a copy of any such financial or other information delivered hereunder to the Lenders (or any affiliate of any Lender as necessary or beneficial to fulfill the obligations of any Lender hereunder) or to the Agent, to any Governmental Authority having jurisdiction over the Agent or any of their Subsidiariesthe Lenders pursuant to any written request therefor or in the ordinary course of examination of loan files, making a claim or claims in an aggregate amount greater than $1,000,000 not otherwise covered to any other Person who shall acquire or consider the assignment of, or acquisition of any participation interest in, any Obligation permitted by insurance, promptly deliver to the Agent written notice thereof stating the nature and status of such litigation, dispute, proceeding, levy, execution or other processthis Agreement. S-75 <PAGE> 83 9.2.

Financial Reports, Etc. (a) As soon as practical and in any event (i) within 90 days of after the end of the fiscal year each Fiscal Year of the Parent Borrower, deliver or cause to be delivered to the Agent financial statements and each Lender (i) a consolidated balance sheet of the Parent Borrower and its Subsidiaries (including Borrower) on and a consolidating balance sheet of the Borrower and its Restricted Subsidiaries as at the end of such Fiscal Year, and the notes thereto, and the related consolidated statements of operations, retained earnings and cash flows of the Borrower and its Subsidiaries, and the respective notes thereto, and consolidating basis in form statement of operations of the Borrower and content acceptable to the Agentits Restricted Subsidiaries, and any notes thereto, for such Fiscal Year, setting forth (other than for consolidating statements) comparative financial statements for the preceding fiscal yearFiscal Year, all prepared in accordance with GAAP applied on a Consistent Basis and in the case of containing, with respect to the consolidated statements containing an unqualified opinion financial statements, opinions of Price Waterhouse, or other such independent certified public accountants selected by the Borrower and approved by the Agent, which are unqualified as to the scope of the audit performed and as to the "going concern" status of the Borrower and its Subsidiaries and without any exception not acceptable to the AgentLenders, together with and (ii) a certificate of the chief financial officer of the Parent an Authorized Representative (A) demonstrating compliance with Section 8.12 hereof Sections 10.1, 10.4(g), 10.4(k), 10.4(l), 10.6(e), 10.6(g), 10.6(k), 10.6(l) and 10.8(b) and (B) showing the net cash investment by the Borrower and Restricted Subsidiaries in the Unrestricted Subsidiaries, which certificate shall be in the form of Exhibit H attached hereto); (ii) within 45 days of the end of each fiscal quarter of the Parent, other than the last, of each fiscal year deliver to the Agent financial statements of the Parent and its Subsidiaries (including the Borrower) on a consolidated and consolidating basis in form and content acceptable to the Agent for the period from the beginning of the fiscal year through the end of such reporting period, all prepared in accordance with GAAP subject to normal year end adjustments and certified by the chief financial officer of Parent to be accurate and correct, together with a certificate of the chief financial officer of Parent containing computations for such quarter comparable to that required pursuant to subparagraph (a)(i) herein; (iii) within 15 days following the last day of each calendar month deliver to the Agent (A) a summary and aging of Eligible Receivables, (B) a summary of Eligible Inventory and (C) a Borrowing Base Certificate to the Bank in the form of Exhibit I attached hereto; (iv) within five days of receipt thereof a copy of any management letter furnished to Parent by its public accountants; (v) within five days of mailing or filing any report filed with the Securities and Exchange Commission or any stock exchange and (vi) upon any officer of the Borrower obtaining knowledge of any litigation or other proceedings being instituted against the Borrower, the Parent or any of their Subsidiaries, or any attachment, levy, execution or other process being instituted against any assets of the Borrower, the Parent or any of their Subsidiaries, making a claim or claims in an aggregate amount greater than $1,000,000 not otherwise covered by insurance, promptly deliver to the Agent written notice thereof stating the nature and status of such litigation, dispute, proceeding, levy, execution or other process.H;

Financial Reports, Etc. (a) As as soon as practical practicable and in any event within ninety-five (i95) within 90 days of after the end of the fiscal year each Fiscal Year of the Parent Borrower, deliver or cause to be delivered to the Agent financial and each Lender (i) the consolidated balance sheets of the Borrower and its Subsidiaries, in each case with the notes thereto, the related consolidated statements of operations, cash flow, and shareholders' equity and the Parent and its Subsidiaries (including Borrower) on a consolidated and consolidating basis in form and content acceptable to the Agentrespective notes thereto for such Fiscal Year, setting forth comparative financial statements for the preceding fiscal year, all prepared in accordance with GAAP and in the case of the consolidated statements containing comparative financial statements for the preceding Fiscal Year, all prepared in accordance with Generally Accepted Accounting Principles applied on a Consistent Basis and containing, with respect to the consolidated financial reports, an unqualified opinion of PriceWaterhouseCoopers LLP, or any other "Big 5" accounting firm or other such independent certified public accountants of recognized national standing selected by the Borrower and approved by the Agent, which is unqualified and devoid of any exception which is not acceptable to the Agent, together with Required Lenders; and (ii) a certificate of an Authorized Representative as to the chief financial officer existence or non-existence of the Parent any Default or Event of Default, demonstrating compliance with Section 8.12 hereof (Sections 8.01, 8.02 and 8.03 of this Agreement as of the end of the most recent Fiscal Year for which such covenant compliance is demonstrated, which certificate shall be substantially in the form of attached hereto as Exhibit H attached hereto)L and incorporated herein by reference; (iib) as soon as practicable and in any event within 45 fifty (50) days after the end of each quarterly period of each Fiscal Year (except the last reporting period of the Fiscal Year), or if an extension has been granted by the Securities and Exchange Commission for the filing by the Borrower of its quarterly report on Form 10-Q, then by the earlier of the date such Form 10-Q is actually filed and the last day of such extended time period, but in no event later than sixty (60) days after the end of such quarterly period for which such Form 10-Q is to be filed, deliver to the Agent and each Lender (i) the consolidated balance sheets of the Borrower and its Subsidiaries, in each case as of the end of each fiscal quarter of such reporting period, the Parent, other than the last, of each fiscal year deliver to the Agent financial related consolidated statements of the Parent operations and its Subsidiaries (including the Borrower) on a consolidated cash flow for such reporting period and consolidating basis in form and content acceptable to the Agent for the period from the beginning of the fiscal year Fiscal Year through the end of such reporting period, accompanied by a certificate of an Authorized Representative to the effect that such financial statements present fairly, in all material respects, the financial position of the Borrower and its Subsidiaries as of the end of such reporting period and the results of their operations and the changes in their financial position for such reporting period, all of such interim financial statements being prepared on a consolidated basis in accordance with GAAP Generally Accepted Accounting Principles applied on a Consistent Basis, subject to normal year year-end adjustments audit adjustments, and certified by the chief financial officer of Parent to be accurate and correct, together with (ii) a certificate of an Authorized Representative as to the chief financial officer existence or non-existence of Parent any Default or Event of Default and containing computations for such quarter comparable to that required pursuant to subparagraph (a)(i) hereinSection 7.01(a)(ii); (iiic) within 15 days following together with each delivery of the last day of each calendar month financial statements required by Section 7.01(a)(i) hereof, deliver to the Agent and each Lender a letter from the Borrower's accountants specified in Section 7.01(a)(i) hereof stating that in performing the audit necessary to render an opinion on the financial statements delivered under Section 7.01(a)(i), they obtained no knowledge of any Default or Event of Default by the Borrower in the fulfillment of the terms and provisions of this Agreement insofar as they relate to financial matters (Awhich at the date of such statement remains uncured); and if the accountants have obtained knowledge of such Default or Event of Default, a statement specifying the nature and period of existence thereof; (d) a summary and aging of Eligible Receivables, (B) a summary of Eligible Inventory and (C) a Borrowing Base Certificate promptly upon their becoming available to the Bank in Borrower, the form of Exhibit I attached hereto; (iv) within five days of receipt thereof Borrower shall deliver to the Agent and each Lender a copy of (i) all regular or special reports or effective registration statements which Borrower or any management letter furnished to Parent by its public accountants; (v) within five days of mailing or filing any report filed Subsidiary shall file with the Securities and Exchange Commission (or any stock exchange successor thereto) or any securities exchange, and (viii) upon any officer proxy statement distributed by the Borrower to its shareholders, bondholders or the financial community in general; (e) promptly, and in any event within two (2) Business Days, after the public announcement of any change in the Debt Rating, deliver written notice to the Agent of such new Debt Rating and the Debt Rating Date. The Borrower shall also provide such additional evidence of such new Debt Rating as may be requested by the Agent, including without limitation evidence from either or both of S&P and Moody's (or such other Alternative Rating Agency), as xxxxxxable, within ten (10) Business Days of such request; (f) no later than 75 calendar days following the consummation of the Borrower obtaining knowledge of any litigation or other proceedings being instituted against the BorrowerSaks Acquisition, the Parent or any of their Subsidiaries, or any attachment, levy, execution or other process being instituted against any assets of the Borrower, the Parent or any of their Subsidiaries, making a claim or claims in an aggregate amount greater than $1,000,000 not otherwise covered by insurance, promptly deliver to the Agent written notice thereof stating and each Lender a copy of the nature Audited Restated Financial Statements; and status of (g) promptly, from time to time, deliver or cause to be delivered to the Agent and each Lender such litigationother information regarding Borrower's and each Subsidiary's operations, dispute, proceeding, levy, execution business affairs and financial condition as the Agent or other process.such Lender may reasonably request. 7.02

Financial Reports, Etc. (a) As as soon as practical practicable and in any event within ninety-five (i95) within 90 days of after the end of the fiscal year each Fiscal Year of the Parent Borrower, deliver or cause to be delivered to the Agent financial and each Lender (i) the consolidated balance sheets of the Borrower and its Subsidiaries, in each case with the notes thereto, the related consolidated statements of operations, cash flow, and shareholders' equity and the Parent and its Subsidiaries (including Borrower) on a consolidated and consolidating basis in form and content acceptable to the Agentrespective notes thereto for such Fiscal Year, setting forth comparative financial statements for the preceding fiscal year, all prepared in accordance with GAAP and in the case of the consolidated statements containing comparative financial statements for the preceding Fiscal Year, all prepared in accordance with Generally Accepted Accounting Principles applied on a Consistent Basis and containing, with respect to the consolidated financial reports, an unqualified opinion of PriceWaterhouseCoopers LLP, or any other "Big 5" accounting firm or other such independent certified public accountants of recognized national standing selected by the Borrower and approved by the Agent, which is unqualified and devoid of any exception which is not acceptable to the Agent, together with Required Lenders; and (ii) a certificate of an Authorized Representative as to the chief financial officer existence or non-existence of the Parent any Default or Event of Default, demonstrating compliance with Section 8.12 hereof (Sections 8.01, 8.02 and 8.03 of this Agreement as of the end of the most recent Fiscal Year for which such covenant compliance is demonstrated, which certificate shall be substantially in the form of attached hereto as Exhibit H attached hereto)N and incorporated herein by reference; (iib) as soon as practicable and in any event within 45 fifty (50) days after the end of each quarterly period of each Fiscal Year (except the last reporting period of the Fiscal Year), or if an extension has been granted by the Securities and Exchange Commission for the filing by the Borrower of its quarterly report on Form 10-Q, then by the earlier of the date such Form 10-Q is actually filed and the last day of such extended time period, but in no event later than sixty (60) days after the end of such quarterly period for which such Form 10-Q is to be filed, deliver to the Agent and each Lender (i) the consolidated balance sheets of the Borrower and its Subsidiaries, in each case as of the end of each fiscal quarter of such reporting period, the Parent, other than the last, of each fiscal year deliver to the Agent financial related consolidated statements of the Parent operations and its Subsidiaries (including the Borrower) on a consolidated cash flow for such reporting period and consolidating basis in form and content acceptable to the Agent for the period from the beginning of the fiscal year Fiscal Year through the end of such reporting period, accompanied by a certificate of an Authorized Representative to the effect that such financial statements present fairly, in all material respects, the financial position of the Borrower and its Subsidiaries as of the end of such reporting period and the results of their operations and the changes in their financial position for such reporting period, all of such interim financial statements being prepared on a consolidated basis in accordance with GAAP Generally Accepted Accounting Principles applied on a Consistent Basis, subject to normal year year-end adjustments audit adjustments, and certified by the chief financial officer of Parent to be accurate and correct, together with (ii) a certificate of an Authorized Representative as to the chief financial officer existence or non-existence of Parent any Default or Event of Default and containing computations for such quarter comparable to that required pursuant to subparagraph (a)(i) hereinSection 7.01(a)(ii); (iiic) within 15 days following together with each delivery of the last day of each calendar month financial statements required by Section 7.01(a)(i) hereof, deliver to the Agent and each Lender a letter from the Borrower's accountants specified in Section 7.01(a)(i) hereof stating that in performing the audit necessary to render an opinion on the financial statements delivered under Section 7.01(a)(i), they obtained no knowledge of any Default or Event of Default by the Borrower in the fulfillment of the terms and provisions of this Agreement insofar as they relate to financial matters (Awhich at the date of such statement remains uncured); and if the accountants have obtained knowledge of such Default or Event of Default, a statement specifying the nature and period of existence thereof; (d) a summary and aging of Eligible Receivables, (B) a summary of Eligible Inventory and (C) a Borrowing Base Certificate promptly upon their becoming available to the Bank in Borrower, the form of Exhibit I attached hereto; (iv) within five days of receipt thereof Borrower shall deliver to the Agent and each Lender a copy of (i) all regular or special reports or effective registration statements which Borrower or any management letter furnished to Parent by its public accountants; (v) within five days of mailing or filing any report filed Subsidiary shall file with the Securities and Exchange Commission (or any stock exchange successor thereto) or any securities exchange, and (viii) upon any officer proxy statement distributed by the Borrower to its shareholders, bondholders or the financial community in general; (e) promptly, and in any event within two (2) Business Days, after the public announcement of any change in the Debt Rating, deliver written notice to the Agent of such new Debt Rating and the Debt Rating Date. The Borrower shall also provide such additional evidence of such new Debt Rating as may be requested by the Agent, including without limitation evidence from either or both of S&P and Moody's (or such other Xxxxxxative Rating Agency), as applicable, within ten (10) Business Days of such request; (f) no later than 75 calendar days following the consummation of the Borrower obtaining knowledge of any litigation or other proceedings being instituted against the BorrowerSaks Acquisition, the Parent or any of their Subsidiaries, or any attachment, levy, execution or other process being instituted against any assets of the Borrower, the Parent or any of their Subsidiaries, making a claim or claims in an aggregate amount greater than $1,000,000 not otherwise covered by insurance, promptly deliver to the Agent written notice thereof stating and each Lender a copy of the nature Audited Restated Financial Statements; and status of (g) promptly, from time to time, deliver or cause to be delivered to the Agent and each Lender such litigationother information regarding Borrower's and each Subsidiary's operations, dispute, proceeding, levy, execution business affairs and financial condition as the Agent or other process.such Lender may reasonably request. 7.02

Financial Reports, Etc. (a) As soon as practical and in any event (i) within 90 days of after the end of the fiscal year of the Parent each Fiscal Year, deliver or cause to be delivered to the Agent financial statements and each Lender (i) audited consolidated balance sheets of the Parent UniCapital and its Subsidiaries as at the end of such Fiscal Year, and the notes thereto (including Borrower) on a if any), and the related audited consolidated statements of income, changes in stockholders' equity and consolidating basis in form cash flows, and content acceptable to the Agentrespective notes thereto (if any), for such Fiscal Year, setting forth comparative financial statements for the preceding fiscal year, reported on by PriceWaterhouse Coopers or other independent certified public accountants of nationally recognized standing, together with the unaudited consolidating income statements relating to such audited income statements, all prepared in accordance with GAAP applied on a Consistent Basis, and in the case of the consolidated unaudited consolidating statements containing an unqualified opinion of independent certified public accountants acceptable to the Agent, together with accompanied by a certificate of an Authorized Representative to the chief effect that such financial officer statements present fairly the financial position of UniCapital and its Subsidiaries as of the Parent end of such Fiscal Year and the results of their operations for such Fiscal Year, (ii) consolidated balance sheets of the Borrowers and their respective Subsidiaries as at the end of such Fiscal Year, and the notes thereto (if any), and the related consolidated statements of income and the respective notes thereto (if any), for such Fiscal Year, accompanied by a certificate of an Authorized Representative to the effect that such financial statements present fairly the financial position of the Borrowers and their respective Subsidiaries as of the end of such Fiscal Year and the results of their operations for such Fiscal Year and (iii) a certificate of an Authorized Representative demonstrating compliance with Section 8.12 hereof (8.1, and providing information about the Financed Aircraft, which certificate shall be in the form of Exhibit H attached hereto); (ii) within 45 days of the end of each fiscal quarter of the Parent, other than the last, of each fiscal year deliver to the Agent financial statements of the Parent and its Subsidiaries (including the Borrower) on a consolidated and consolidating basis in form and content acceptable to the Agent for the period from the beginning of the fiscal year through the end of such reporting period, all prepared in accordance with GAAP subject to normal year end adjustments and certified by the chief financial officer of Parent to be accurate and correct, together with a certificate of the chief financial officer of Parent containing computations for such quarter comparable to that required pursuant to subparagraph (a)(i) herein; (iii) within 15 days following the last day of each calendar month deliver to the Agent (A) a summary and aging of Eligible Receivables, (B) a summary of Eligible Inventory and (C) a Borrowing Base Certificate to the Bank in the form of Exhibit I attached hereto; (iv) within five days of receipt thereof a copy of any management letter furnished to Parent by its public accountants; (v) within five days of mailing or filing any report filed with the Securities and Exchange Commission or any stock exchange and (vi) upon any officer of the Borrower obtaining knowledge of any litigation or other proceedings being instituted against the Borrower, the Parent or any of their Subsidiaries, or any attachment, levy, execution or other process being instituted against any assets of the Borrower, the Parent or any of their Subsidiaries, making a claim or claims in an aggregate amount greater than $1,000,000 not otherwise covered by insurance, promptly deliver to the Agent written notice thereof stating the nature and status of such litigation, dispute, proceeding, levy, execution or other process.G;

Financial Reports, Etc. (a) As soon as practical and in any event (i) within 90 days of after the end of the fiscal year of the Parent each Fiscal Year, deliver or cause to be delivered to the Agent financial statements and each Lender audited consolidated balance sheets of the Parent Borrower and its Subsidiaries as at the end of such Fiscal Year, and the notes thereto (including Borrowerif any), and the relating audited consolidated statements of income, changes in stockholders’ (or members’) on a consolidated equity and consolidating basis in form cash flows, and content acceptable to the Agentrespective notes thereto (if any), for such Fiscal Year, setting forth comparative financial statements for the preceding fiscal yearyear (if applicable), reported on by Xxxxx &Young LLP or other independent certified public accountants of nationally recognized standing all prepared in accordance with GAAP and in the case of the consolidated statements containing an unqualified opinion of independent certified public accountants acceptable to the AgentGAAP, together with accompanied by a certificate of the chief financial officer of the Parent demonstrating compliance with Section 8.12 hereof (an Authorized Representative, which certificate shall be in the form of Exhibit H attached hereto)and accompanied by an unaudited reconciliation that explains in reasonable detail the differences between the financial information relating to the Borrower and its Subsidiaries, on the one hand, and the financial information of the Borrower and its Subsidiaries on a standalone basis, on the other hand; provided that the Borrower shall be deemed to have satisfied its delivery obligations with respect to the above financial statements and unaudited reconciliation (iibut not the certificate referred to above) if the full text of such financial statements and unaudited reconciliation have been posted to and are generally available on the Borrower’s website; provided, further, that the comparative financial statements delivered in connection with the Fiscal Year beginning March 1, 2020 and ending February 28, 2021 will be for the comparative period March 1, 2019 to February 29, 2020. (b) As soon as practical and in any event within 45 60 days of after the end of each fiscal quarter Fiscal Quarter (except the last Fiscal Quarter of the ParentFiscal Year), other than the last, of each fiscal year deliver to the Agent financial statements of the Parent and its Subsidiaries (including the Borrower) on a consolidated and consolidating basis in form and content acceptable to the Agent for the period from the beginning of the fiscal year through the end of such reporting period, all prepared in accordance with GAAP subject to normal year end adjustments and certified by the chief financial officer of Parent to be accurate and correct, together with a certificate of the chief financial officer of Parent containing computations for such quarter comparable to that required pursuant to subparagraph (a)(i) herein; (iii) within 15 days following the last day of each calendar month deliver to the Agent (A) a summary and aging of Eligible Receivables, (B) a summary of Eligible Inventory and (C) a Borrowing Base Certificate to the Bank in the form of Exhibit I attached hereto; (iv) within five days of receipt thereof a copy of any management letter furnished to Parent by its public accountants; (v) within five days of mailing or filing any report filed with the Securities and Exchange Commission or any stock exchange and (vi) upon any officer of the Borrower obtaining knowledge of any litigation or other proceedings being instituted against the Borrower, the Parent or any of their Subsidiaries, or any attachment, levy, execution or other process being instituted against any assets of the Borrower, the Parent or any of their Subsidiaries, making a claim or claims in an aggregate amount greater than $1,000,000 not otherwise covered by insurance, promptly deliver to the Agent written notice thereof stating the nature and status of such litigation, dispute, proceeding, levy, execution or other process.each

Financial Reports, Etc. (a) As soon as practical and in any event (i) within 90 days of after the end of the fiscal year each Fiscal Year of the Parent Parent, deliver or cause to be delivered to the Administrative Agent financial statements and each Lender (i) consolidated and consolidating balance sheets of the Parent and its Subsidiaries (including Borrower) on a as at the end of such Fiscal Year, and the notes thereto, and the related consolidated and consolidating basis in form statements of income, stockholders’ equity and content acceptable to cash flows, and the Agentrespective notes thereto, for such Fiscal Year, setting forth (other than for consolidating statements) comparative financial statements for the preceding fiscal yearFiscal Year, all prepared in accordance with GAAP and containing, (A) with respect to the consolidated financial statements, opinions of KPMG LLP, or other such Registered Public Accounting Firm selected by the Parent and meeting the requirements set forth in Section 7.18, as to whether such financial statements are free of material misstatement and which are unqualified as to the case scope of the consolidated statements containing an unqualified opinion audit performed, the absence of independent certified public accountants material misstatement, and as to the “going concern” status of the Parent and without any exception not acceptable to the AgentRequired Lenders, together and (B) for so long as the Parent shall be required to file the same with the SEC, an opinion of KPMG LLP, or other such Registered Public Accounting Firm selected by the Parent and meeting the requirements set forth in Section 7.18, independently assessing the Parent’s internal controls over financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard Xx. 0, xxx Xxxxxxx 000 xx Xxxxxxxx-Xxxxx expressing a conclusion that contains no statement that there is a material weakness in such internal controls, except for such material weaknesses as to which the Required Lenders do not object, and (ii) a certificate of the chief financial officer of the Parent a Responsible Officer demonstrating compliance with Section 8.12 hereof (Sections 7.01(a) through 7.01(c) and 7.08, which certificate shall be in the form of Exhibit H attached hereto); (ii) within 45 days of the end of each fiscal quarter of the Parent, other than the last, of each fiscal year deliver to the Agent financial statements of the Parent and its Subsidiaries (including the Borrower) on a consolidated and consolidating basis in form and content acceptable to the Agent for the period from the beginning of the fiscal year through the end of such reporting period, all prepared in accordance with GAAP subject to normal year end adjustments and certified by the chief financial officer of Parent to be accurate and correct, together with a certificate of the chief financial officer of Parent containing computations for such quarter comparable to that required pursuant to subparagraph (a)(i) herein; (iii) within 15 days following the last day of each calendar month deliver to the Agent (A) a summary and aging of Eligible Receivables, (B) a summary of Eligible Inventory and (C) a Borrowing Base Certificate to the Bank in the form of Exhibit I attached hereto; (iv) within five days of receipt thereof a copy of any management letter furnished to Parent by its public accountants; (v) within five days of mailing or filing any report filed with the Securities and Exchange Commission or any stock exchange and (vi) upon any officer of the Borrower obtaining knowledge of any litigation or other proceedings being instituted against the Borrower, the Parent or any of their Subsidiaries, or any attachment, levy, execution or other process being instituted against any assets of the Borrower, the Parent or any of their Subsidiaries, making a claim or claims in an aggregate amount greater than $1,000,000 not otherwise covered by insurance, promptly deliver to the Agent written notice thereof stating the nature and status of such litigation, dispute, proceeding, levy, execution or other process.D;

Financial Reports, Etc. (a) As soon as practical and in any event (i) within 90 days of after the end of the fiscal year of the Parent each Fiscal Year, deliver or cause to be delivered to the Agent financial statements and each Lender (i) audited consolidated balance sheets of the Parent UniCapital and its Subsidiaries as at the end of such Fiscal Year, and the notes thereto (including Borrower) on a if any), and the related audited consolidated statements of income,changes in stockholders' equity and consolidating basis in form cash flows, and content acceptable to the Agentrespective notes thereto (if any), for such Fiscal Year, setting forth comparative financial statements for the preceding fiscal year, reported on by PriceWaterhouse Coopers or other independent certified public accountants of nationally recognized standing, together with the unaudited consolidating income statements relating to such audited income statements, all prepared in accordance with GAAP applied on a Consistent Basis, and in the case of the consolidated unaudited consolidating statements containing an unqualified opinion of independent certified public accountants acceptable to the Agent, together with accompanied by a certificate of an Authorized Representative to the chief effect that such financial officer statements present fairly the financial position of UniCapital and its Subsidiaries as of the Parent end of such Fiscal Year and the results of their operations for such Fiscal Year, (ii) consolidated balance sheets of the Borrowers and their respective Subsidiaries as at the end of such Fiscal Year, and the notes thereto (if any), and the related consolidated statements of income and the respective notes thereto (if any), for such Fiscal Year, accompanied by a certificate of an Authorized Representative to the effect that such financial statements present fairly the financial position of the Borrowers and their respective Subsidiaries as of the end of such Fiscal Year and the results of their operations for such Fiscal Year and (iii) a certificate of an Authorized Representative demonstrating compliance with Section 8.12 hereof (8.1 and the Concentration Restrictions, and providing information about the Financed Aircraft, which certificate shall be in the form of Exhibit H attached hereto); (ii) within 45 days of the end of each fiscal quarter of the Parent, other than the last, of each fiscal year deliver to the Agent financial statements of the Parent and its Subsidiaries (including the Borrower) on a consolidated and consolidating basis in form and content acceptable to the Agent for the period from the beginning of the fiscal year through the end of such reporting period, all prepared in accordance with GAAP subject to normal year end adjustments and certified by the chief financial officer of Parent to be accurate and correct, together with a certificate of the chief financial officer of Parent containing computations for such quarter comparable to that required pursuant to subparagraph (a)(i) herein; (iii) within 15 days following the last day of each calendar month deliver to the Agent (A) a summary and aging of Eligible Receivables, (B) a summary of Eligible Inventory and (C) a Borrowing Base Certificate to the Bank in the form of Exhibit I attached hereto; (iv) within five days of receipt thereof a copy of any management letter furnished to Parent by its public accountants; (v) within five days of mailing or filing any report filed with the Securities and Exchange Commission or any stock exchange and (vi) upon any officer of the Borrower obtaining knowledge of any litigation or other proceedings being instituted against the Borrower, the Parent or any of their Subsidiaries, or any attachment, levy, execution or other process being instituted against any assets of the Borrower, the Parent or any of their Subsidiaries, making a claim or claims in an aggregate amount greater than $1,000,000 not otherwise covered by insurance, promptly deliver to the Agent written notice thereof stating the nature and status of such litigation, dispute, proceeding, levy, execution or other process.H;

Financial Reports, Etc. (a) As soon as practical and in any event (i) within 90 120 days of after the end of each Fiscal Year of Consoltex Holdings, including the fiscal year of the Parent Fiscal Year ending December 31, 2001, deliver or cause to be delivered to the each Agent financial statements and each Lender (i) audited consolidated and unaudited consolidating balance sheets of the Parent Consoltex Holdings and its Subsidiaries (including Borrower) on a as at the end of such Fiscal Year, and the notes thereto, and the related consolidated and consolidating basis in form statements of income, stockholders' equity and content acceptable to cash flows, and the Agentrespective notes thereto, for such Fiscal Year, setting forth (other than for consolidating statements) comparative financial statements for the preceding fiscal yearFiscal Year, all prepared in accordance with GAAP applied on a Consistent Basis and containing, with respect to the consolidated financial statements of Consoltex Holdings, opinions of Deloitte & Touche, or other such independent certified public accountants selected by Consoltex Holdings and approved by the Agents, which are unqualified as to the scope of the audit performed and as to the "going concern" status of the Consoltex Holdings and without any exception not acceptable to the Required Lenders, and accompanied (in the case of financial statements of any Borrower or Guarantor other than Consoltex Holdings) by a certificate of an Authorized Representative to the consolidated effect that such financial statements containing an unqualified opinion present fairly the financial condition of such Borrower or Guarantor (as the case may be) as of the end of such Fiscal Year and the results of their operations and the changes in their financial position for such Fiscal Year, (ii) audited balance sheet of Consoltex as at the end of such Fiscal Year, and the notes thereto, and the related statements of income, stockholders' equity and cash flows, and the respective notes thereto, for such Fiscal Year, setting forth unaudited comparative financial statements for the preceding Fiscal Year, all prepared and expressed in Canadian Dollars in accordance with GAAP as applied in Canada, all applied on a Consistent Basis and containing, with respect to the financial statements of Consoltex, opinions of Deloitte & Touche, or other such independent certified public accountants selected by Consoltex Holdings and approved by the Agents, which are unqualified as to the scope of the audit performed and as to the "going concern" status of Consoltex and without any exception not reasonably acceptable to the AgentRequired Lenders, together with a certificate (iii) (A) unaudited balance sheet of the chief financial officer of the Parent demonstrating compliance with Section 8.12 hereof (which certificate shall be in the form of Exhibit H attached hereto); (ii) within 45 days of Consoltex International as at the end of each fiscal quarter the Fiscal Year ending December 31, 2001, and the notes thereto, and the related unaudited statements of income, stockholders' equity and cash flows for Consoltex International with respect to (x) the operations that were continuing as of the Parent, other than the last, of each fiscal year deliver to the Agent financial statements of the Parent and its Subsidiaries (including the Borrower) on a consolidated and consolidating basis in form and content acceptable to the Agent for the period from the beginning of the fiscal year through the end last day of such reporting periodFiscal Year, and (y) the operations that were discontinued during such Fiscal Year, and in each case the respective notes thereto, for such Fiscal Year, all prepared in accordance with GAAP subject applied on a Consistent Basis, and (B) audited balance sheet of Consoltex International as at the end of the Fiscal Year ending December 31, 2002, and the notes thereto, and the related statements of income, stockholders' equity and cash flows, and the respective notes thereto, for such Fiscal Year, setting forth unaudited comparative financial statements for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a Consistent Basis and containing, with respect to normal year end adjustments the financial statements of Consoltex International, opinions of Deloitte & Touche, or other such independent certified public accountants selected by Consoltex Holdings and certified approved by the chief Agents, which are unqualified as to the scope of the audit performed and as to the "going concern" status of Consoltex International and without any exception not reasonably acceptable to the Required Lenders, (iv) audited balance sheet of LINQ as at the end of such Fiscal Year, and the notes thereto, and the related statements of income, stockholders' equity and cash flows, and the respective notes thereto, for such Fiscal Year, setting forth unaudited comparative financial officer statements for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a Consistent Basis and containing, with respect to the financial statements of Parent LINQ, opinions of Deloitte & Touche, or other such independent certified public accountants selected by Consoltex Holdings and approved by the Agents, which are unqualified as to be accurate the scope of the audit performed and correctas to the "going concern" status of LINQ and without any exception not reasonably acceptable to the Required Lenders, together with (v) a certificate of the chief financial officer Chief Financial Officer of Parent containing computations for such quarter comparable to that required pursuant to subparagraph (a)(i) herein; (iii) within 15 days following the last day of each calendar month deliver to the Agent Consoltex Holdings demonstrating (A) a summary the Consolidated Leverage Ratio and aging of Eligible Receivables, (B) a summary of Eligible Inventory compliance with Sections 10.1 and (C) a Borrowing Base Certificate to the Bank 10.3, which certificate shall be substantially in the form of Exhibit I attached hereto; (ivJ, provided that the certificate provided for in this Section 9.1(a)(v) within five days for the Fiscal Year ending December 31, 2001 need only set forth the calculation of receipt thereof a copy the Consolidated Leverage Ratio as of any management letter furnished to Parent by its public accountants; (v) within five days the end of mailing or filing any report filed with the Securities and Exchange Commission or any stock exchange such Fiscal Year, and (vi) upon any officer such other financial statements and other information as the US Agent determines are necessary to demonstrate the calculation of the Borrower obtaining knowledge of any litigation or other proceedings being instituted against the BorrowerCombined Consoltex EBITDA and LINQ EBITDA, the Parent including information relating to transactions with Consoltex Holdings or any of their its Subsidiaries, or any attachment, levy, execution or other process being instituted against any assets of the Borrower, the Parent or any of their Subsidiaries, making a claim or claims in an aggregate amount greater than $1,000,000 not otherwise covered by insurance, promptly deliver to the Agent written notice thereof stating the nature and status of such litigation, dispute, proceeding, levy, execution or other process.;

Financial Reports, Etc. (a) As soon as practical and in any event (i) within 90 days of after the end of the fiscal year each Fiscal Year of the Parent Borrower, deliver or cause to be delivered to the Agent financial statements and each Lender (i) audited consolidated and unaudited, Borrower-prepared consolidating balance sheets of the Parent Borrower and its Subsidiaries as at the end of such Fiscal Year, and the notes thereto (including Borrower) on a with respect to audited statements only), and the related audited consolidated and unaudited, Borrower-prepared consolidating basis in form statements of income and content acceptable stockholders' equity and related consolidated statements of cash flows, and the respective notes thereto (with respect to the Agentaudited statements only), for such Fiscal Year, setting forth (other than for consolidating statements) comparative financial statements for the preceding fiscal yearFiscal Year, all prepared in accordance with GAAP with such changes from prior periods as required by GAAP and noted in the case of auditor's opinion delivered therewith and containing, with respect to the consolidated statements containing an unqualified opinion financial statements, opinions of Ernst & Young, or other such "Big 5" independent certified public accountants accountants, which are unqualified as to the scope of the audit performed and as to the "going concern" status of the Borrower and without any exception not acceptable to the Agent, together with Lenders (other than a certificate qualification regarding the impending Maturity Date of the chief financing evidenced by this Agreement and the Loan Documents, it being agreed such a qualification shall not by itself prevent a financial officer statement from satisfying the requirements of the Parent demonstrating compliance with Section 8.12 hereof this subsection (which certificate shall be in the form of Exhibit H attached heretoa); ), and (ii) within 45 days of the end of each fiscal quarter of the Parenta Compliance Certificate, other than the lastprovided, of each fiscal year deliver to the Agent financial statements of the Parent and its Subsidiaries (including the Borrower) however, that all deliveries under this paragraph for Fiscal Year 2001 may be delivered on a consolidated and consolidating basis in form and content acceptable to the Agent for the period from the beginning of the fiscal year through the end of such reporting periodor before April 30, all prepared in accordance with GAAP subject to normal year end adjustments and certified by the chief financial officer of Parent to be accurate and correct, together with a certificate of the chief financial officer of Parent containing computations for such quarter comparable to that required pursuant to subparagraph (a)(i) herein; (iii) within 15 days following the last day of each calendar month deliver to the Agent (A) a summary and aging of Eligible Receivables, (B) a summary of Eligible Inventory and (C) a Borrowing Base Certificate to the Bank in the form of Exhibit I attached hereto; (iv) within five days of receipt thereof a copy of any management letter furnished to Parent by its public accountants; (v) within five days of mailing or filing any report filed with the Securities and Exchange Commission or any stock exchange and (vi) upon any officer of the Borrower obtaining knowledge of any litigation or other proceedings being instituted against the Borrower, the Parent or any of their Subsidiaries, or any attachment, levy, execution or other process being instituted against any assets of the Borrower, the Parent or any of their Subsidiaries, making a claim or claims in an aggregate amount greater than $1,000,000 not otherwise covered by insurance, promptly deliver to the Agent written notice thereof stating the nature and status of such litigation, dispute, proceeding, levy, execution or other process.2002;