Quarterly Compliance Statement. As soon as available, and in any event within forty-five (45) days after the last day of the first three (3) fiscal quarters of each fiscal year of Borrower and together with the Quarterly Financial Statements, a completed Compliance Statement, in the form attached as Exhibit B, confirming that, as of the end of such quarter, Borrower was in full compliance with all of the terms and conditions of this Agreement; provided, however, Borrower shall deliver the Compliance Statement for the fiscal year end of Borrower within seventy-five (75) days after the end of such fiscal year;

Monthly Compliance Statement. Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements a completed Compliance Statement, confirming that, as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement (if any) and such other information as Bank may reasonably request;

Quarterly Compliance Statement. Within 45 days after the last day of each fiscal quarter (except within 90 days following the end of each fiscal quarter ending December 31) and together with the statements set forth in [Section 5.3(d)]Error! Reference source not found., a duly completed Compliance Statement, confirming that, as of the end of such fiscal quarter, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement, and such other information as Bank may reasonably request;

Compliance Statement. Concurrently with the delivery of the Quarterly Financial Statements and the Annual Financial Statements, a completed Compliance Statement, confirming that, as of the end of such fiscal period, Borrower was in compliance in all material respects with all of the terms and conditions of this WEST\292770674.6

Quarterly Compliance Statement. Within forty-five (45) days after the last day of each quarterly end and together with the statements set forth in [Section 5.3(a)], a duly completed Compliance Statement, confirming that as of the end of such quarter, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants (if any) set forth in this Agreement and such other information as Agent or the Lenders may reasonably request;

Company Statement as to Compliance. The Company will deliver to the Noteholders, within # forty-five (45) days after the end of each of the first three fiscal quarters and # one hundred twenty (120) days after the end of each fiscal year, an Officer’s Certificate covering the preceding fiscal quarter or fiscal year, as applicable, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

Monthly Compliance Statement. Within 30 days after the last day of each month (except the months ending March 31, June 30, September 30, and December 31) and together with the statements set forth in [Section 5.3(a)], a duly completed Compliance Statement, confirming that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request;

Company Statement as to Compliance. The Company will deliver to the Noteholders, within 120 days after the end of each fiscal year, an officer’s certificate covering the preceding calendar year, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

Quarterly Compliance Statement. Together with the Quarterly Financial Statements and Annual Financial Statements, a completed Compliance Statement confirming that as of the end of the applicable period, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request;

Company Statement as to Compliance. The Company will deliver to the Holders, upon request, which request shall not be made before the date that is 120 days after the end of each fiscal year, an Officers’ Certificate covering the preceding calendar year, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of the Note Purchase Agreement and this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company will be in