Common use of 02Certificates; Other Information Clause in Contracts

02Certificates; Other Information. Deliver to the Agent, in form and detail satisfactory to the Agent: (a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) [reserved]; (c) [reserved]; (d) [reserved]; (e) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Restricted Subsidiary, copies of each material notice or other material correspondence received from any Governmental Authority (including, without limitation, the SEC (or comparable agency in Canada or any other applicable non-U.S. jurisdiction) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any Loan Party or any Restricted Subsidiary or any other matter which, if adversely determined, could reasonably expected to have a Material Adverse Effect; (f) promptly following any request therefor, provide information and documentation reasonably requested by the 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, the Beneficial Ownership Regulation and the Proceeds of Crime Act; and (g) promptly, such additional information regarding the business affairs, financial condition or operations of any Loan Party or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Agent may from time to time reasonably request. Notwithstanding the foregoing, the documents to be delivered pursuant to clause (e) above (to the extent such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered by posting such information, or providing a link thereto, on (i) Holdings’ website on the Internet at xxxxx://xx.xx.xxx/investor-overview (which website address may be modified from time to time upon notice to the Agent), (ii) on the Borrower’s behalf, on an Internet or intranet website, if any, to which the Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Agent), or (iii) on XXXXX (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; provided that, except in the case of any filing on XXXXX or any successor thereto, the Borrower shall notify in writing (which can be by electronic mail) the Agent of the posting of any such document and, promptly upon request by the Agent, provide to the Agent by electronic mail an electronic version (i.e., a soft copy) of any such document specifically requested by the Agent. The Agent shall not have any obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Loan Parties hereby acknowledge that (a) the Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States or Canada federal, provincial and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the 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 Investor.”

02Certificates; Other Information. Deliver to the Administrative Agent, in form and detail reasonably satisfactory to Administrative Agent (and Administrative Agent will provide to the Agent:Lenders): (a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a Compliance Certificate of a Responsible Officer, (A) demonstrating compliance, as of the end of each such fiscal period, with the financial covenants contained in Section 7.10, and (B) stating that, to such Responsible Officer’s knowledge, no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action Borrower proposes to take with respect thereto and (C) attaching and certifying to: (i) an update to Schedule 5.21, which such update shall, in each case, be deemed to replace, amend and restate such schedule, summarizing total Unencumbered NOI and occupancy rates as of the last day of the applicable quarter; (ii) an update to Schedule 5.13(a), which such update shall, in each case, be deemed to replace, amend and restate such schedule; and ​ ​ (iii) a duly completed Compliance Certificate signed by a Responsible Officer listing of the Borrower;all Projects Under Development. (b) [reserved]promptly after any request by Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any Subsidiary, or any audit of any of them; (c) [reserved]promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower in their capacity as such, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto; (d) [reserved]; (e) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party Borrower or any Restricted SubsidiarySubsidiary thereof, copies of each material notice or other material correspondence received from any Governmental Authority (including, without limitation, the SEC (or comparable agency in Canada or any other applicable non-U.S. jurisdiction) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority agency regarding financial or other operational results of any Loan Party Borrower or any Restricted Subsidiary or any other matter which, if adversely determined, could reasonably expected to have a Material Adverse Effectthereof; (fe) promptly following any request therefor, provide information and documentation 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, PATRIOT Act and the Beneficial Ownership Regulation and the Proceeds of Crime ActRegulation; and (gf) promptly, such additional information regarding the business affairsbusiness, financial condition or operations corporate affairs of any Loan Party Borrower or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, or an update to the list of Sponsored REITs of Borrower or any Subsidiary thereof, as the Administrative Agent may from time to time reasonably request. Notwithstanding the foregoing, the documents to be delivered pursuant to clause (e) above (to the extent such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered by posting such information, or providing a link thereto, on . (i) Holdings’ website on the Internet at xxxxx://xx.xx.xxx/investor-overview (which website address may be modified from time Borrower shall deliver paper copies of such documents to time upon notice to the Agent), (ii) on the Borrower’s behalf, on an Internet or intranet website, if any, to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Agent), or (iii) on XXXXX (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; provided that, except in the case of any filing on XXXXX or any successor thereto, the Lender upon its request to Borrower shall notify in writing (which can be by electronic mail) the Agent of the posting of any to deliver such document and, promptly upon request by the Agent, provide to the Agent by electronic mail an electronic version (i.e., a soft copy) of any such document specifically requested by the Agentpaper copies. The Administrative Agent shall not have any no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties 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. The Loan Parties Borrower hereby acknowledge acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Loan Parties Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information (within the meaning of the United States federal securities laws) with respect to Borrower or its Affiliates, or the Loan Parties or their 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) (each. Administrative Agent, a “Public Lender”). The Loan Parties hereby Arrangers and each Lender agree that they will use commercially reasonable efforts all materials and/or information to identify that portion be provided by or on behalf of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be deemed to contain material non-public information, unless Borrower otherwise designates certain information as not containing any material nonpublic information by clearly and conspicuously marked marking such information as “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) . Borrower hereby agrees that by marking Borrower Materials “PUBLIC,” the Loan Parties Borrower shall be deemed to have authorized the Administrative Agent, Arrangers, the Arrangers L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties Borrower or their its securities for purposes of United States or Canada federal, provincial federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) and all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Side Information.” Administrative Agent and the Arrangers shall be entitled agree 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 InvestorSide Information.”” As of the Closing Date, each applicable Lender represents to Borrower that it is not a Public Lender.

02Certificates; Other Information. Deliver to the Agent, in form and detail satisfactory Administrative Agent for prompt further distribution to the Agenteach Lender: (a) concurrently with no later than five (5) days after the delivery of the financial statements referred to in Sections Section 6.01(a) and (b) ), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) [reserved]promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) [reserved]promptly after the Administrative Agent’s request therefor, copies of all Material Contracts; (d) [reserved]together with the delivery of the financial statements pursuant to Section 6.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) a supplement to the Perfection Certificate and a certificate of a Responsible Officer of the Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Collateral Documents (except as noted therein with respect to any continuation statements to be filed within such period), all in form and substance acceptable to the Administrative Agent, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.05(b), (iii) a list of Subsidiaries that identifies each Subsidiary as a Material Subsidiary or an Immaterial Subsidiary as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information ​ ​ since the later of the Closing Date or the date of the last such list and (iv) such other information required by the Compliance Certificate; (e) promptlyno later than 45 days following the first day of each fiscal year of the Borrower (commencing with the first day of the first fiscal year of the Borrower ended after the Closing Date), an annual budget (on a quarterly basis) for such fiscal year in form customarily prepared by the Borrower (each, a “Financial Plan”); (f) promptly upon request by Administrative Agent or any Lender, (i) a summary of the accounts receivable aging report of each Loan Party as of the end of such period, and (ii) a summary of accounts payable aging report of each Loan Party as of the end of such period; (g) as soon as practicable and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Restricted Subsidiaryfifteen days following the filing thereof, copies of each material notice federal income tax return filed by or other material correspondence received on behalf of any Loan Party together with (i) a report in reasonable detail on the actual tax savings from any Governmental Authority (including, without limitation, FICA Tax Credits made by the SEC (or comparable agency Borrower and its Subsidiaries in Canada or any other applicable non-U.S. jurisdiction) concerning any proceeding with, or investigation or possible investigation or other inquiry respect of federal income taxes for the period covered by such Governmental Authority tax return (a “Tax Credit Report”) and (ii) a certificate of a Responsible Officer of the Borrower certifying as to the accuracy of such Tax Credit Report; and (h) promptly, such additional information regarding the business, legal, financial or other operational results corporate affairs of any Loan Party or any Restricted Subsidiary Material Subsidiary, or any other matter which, if adversely determined, could reasonably expected to have a Material Adverse Effect; compliance with the terms of the Loan Documents (f) promptly following any request therefor, provide information and documentation reasonably requested by the Agent or any Lender including for purposes of compliance with applicable “know your customer” and antiapplicable Anti-money-laundering rules Money Laundering Laws, including the USA PATRIOT Act and regulations, including, without limitation, the Patriot Act, the Beneficial Ownership Regulation and the Proceeds of Crime Act; and (g) promptly, such additional information regarding the business affairs, financial condition or operations of any Loan Party or any Restricted Subsidiary, or compliance with the terms of the Loan DocumentsRegulation), as the Administrative Agent or any Lender may from time to time reasonably request. Notwithstanding the foregoing, the documents Documents required to be delivered pursuant to clause Section 6.01(a), (eb) above and (to the extent such documents are included in materials otherwise filed with the SECc), Section 6.02(a), or Section 6.02(b) may be delivered electronically and, and if so delivered, shall be deemed to have been delivered by posting such information, or providing a link thereto, on the date (i) Holdings’ on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxxxx://xx.xx.xxx/investor-overview (which the website address may be modified from time to time upon notice to the Agent), listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf, behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, to which the Agent each Lender and the Lenders Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) on XXXXX (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; provided that, except in : (i) upon written request by the case of any filing on XXXXX or any successor theretoAdministrative Agent, the 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) the Borrower shall notify in writing (which can may be by facsimile or electronic mail) the Administrative Agent of the posting of any such document and, promptly upon request by the Agent, documents and provide to the Administrative Agent by electronic mail an electronic version versions (i.e., a soft copycopies) of any such document specifically requested by the Agentdocuments. The Agent shall not have any obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Loan Parties Borrower hereby acknowledge that (ai) authorizes the Administrative Agent and/or to make the Arrangers will make available financial statements to the Lenders materials and/or information be provided by or on behalf of the Loan Parties hereunder under Section 6.01(a), (b) and (c) above (collectively, “Borrower Materials”) by posting ), along with the Borrower Materials Loan Documents, available on IntraLinks or another similar electronic system (the “Platform”) and (b) to certain of the Lenders (each, a “Public Lender”) that may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the Loan Parties Borrower or their 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, and (ii) (eachagrees that at the time such financial statements are ​ ​ provided hereunder, a “Public Lender”)they shall already have been made available to holders of its securities. The Loan Parties Borrower hereby agree agrees that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (wx) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States or Canada federal, provincial and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; Side Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public InvestorSide Information.”” The Administrative Agent shall be under no obligation to post any other material to Public Lenders unless the Borrower has expressly represented and warranted to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws.

02Certificates; Other Information. Deliver to the Administrative Agent, in form and detail satisfactory to the AgentAdministrative Agent and the Lenders: (a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) ), a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerCompany; (b) [reserved]promptly upon receipt thereof, copies of any detailed audit reports, management letters or recommendations submitted to the Company or any Subsidiary by independent accountants in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them; (c) [reserved]within ten (10) days following the date on which the Company’s auditors resign or the Company elects to change auditors, as the case may be, notification thereof, together with such supporting information as the Administrative Agent or any Lender may reasonably request; (d) [reserved]together with each delivery of financial statements required by Section 6.01(a) above, the Company will deliver to the Administrative Agent and each Lender a certificate of such accountants stating that, in making the audit necessary for their report on such financial statements, they have obtained no knowledge of any Event of Default, or, if they have obtained knowledge of any Event of Default or Default, specifying the nature and period of existence thereof; (e) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Restricted Subsidiary, copies of each material notice or other material correspondence received from any Governmental Authority (including, without limitation, the SEC (or comparable agency in Canada or any other applicable non-U.S. jurisdiction) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any Loan Party or any Restricted Subsidiary or any other matter which, if adversely determined, could reasonably expected to have a Material Adverse Effect; (f) promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes purpose of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the USA Patriot Act, Act (Title III of Pub. L. 107 56) and the Beneficial Ownership Regulation and the Proceeds of Crime ActRegulation; and (gf) promptly, such additional information regarding the business affairsbusiness, financial condition or operations corporate affairs of any the Loan Party Parties or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Notwithstanding the foregoing, the documents to be delivered pursuant to clause (e) above (to the extent such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered by posting such information, or providing a link thereto, on (i) Holdings’ website on the Internet at xxxxx://xx.xx.xxx/investor-overview (which website address may be modified from time to time upon notice to the Agent), (ii) on the Borrower’s behalf, on an Internet or intranet website, if any, to which the Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Agent), or (iii) on XXXXX (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; provided that, except in the case of any filing on XXXXX or any successor thereto, the Each Borrower shall notify in writing (which can be by electronic mail) the Agent of the posting of any such document and, promptly upon request by the Agent, provide to the Agent by electronic mail an electronic version (i.e., a soft copy) of any such document specifically requested by the Agent. The Agent shall not have any obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Loan Parties hereby acknowledge acknowledges that (a) the Administrative Agent and/or the Joint ​ ​ ​ Lead Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan Parties such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks DebtDomain or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to any of the Loan Parties Borrowers or their securities) (eachrespective Affiliates, a “Public Lender”). The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that and who may be distributed engaged in investment and other market-related activities with respect to the Public Lenders and such Persons’ securities. Each Borrower hereby agrees that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers Joint Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties Borrowers or their respective securities for purposes of United States or Canada federal, provincial Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; Side Information;” and (z) the Administrative Agent and the Joint Lead 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 InvestorSide Information”.”

02Certificates; Other Information. Deliver to the Agent, in form and detail satisfactory to the Administrative Agent: (a) concurrently with the delivery of the financial statements referred pursuant to in Sections 6.01(aSection 5.01(a) and (b) Section 5.01(b), a duly completed Compliance Certificate signed Certificate; (b) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Ultimate Parent, and copies of all annual, regular, periodic and special reports and registration statements which Ultimate Parent may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; provided that notwithstanding the foregoing, the obligations in Section 5.01 and this Section 5.02(b) may be satisfied if such information is publicly available on the SEC’s XXXXX website; (c) concurrently with the pledge of any Public Equities pledged as Collateral, a certificate duly executed by a Responsible Officer of the Borrower, which shall specify whether such Public Equities being pledged constitute “restricted securities” within the meaning of Rule 144, and if so, shall specify (i) whether or not the holding period for purposes of Rule 144(d) of such Public Equities exceeds one year as of the date of such pledge and (ii) whether or not the Issuer of such Public Equities is an “issuer” described in Rule 144(i)(1); (bd) promptly, and in any event within 10 Business Days of the end of each fiscal quarter of Ultimate Parent, the Valuation Report for the third fiscal month of such fiscal quarter; (e) [reserved]; (c) [reserved]; (d) [reserved]; (ef) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party Ultimate Parent or any Restricted Subsidiaryof its Subsidiaries, copies of each all notices of default or event of default and amendments, waivers and other modifications received under or pursuant to any material notice instrument, indenture, loan or other material correspondence received from any Governmental Authority (including, without limitation, the SEC (credit or comparable agency similar agreement governing Indebtedness in Canada or any other applicable non-U.S. jurisdiction) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results an aggregate principal amount in excess of any Loan Party or any Restricted Subsidiary or any other matter which, if adversely determined, could reasonably expected to have a Material Adverse EffectThreshold Amendment; (f) promptly following any request therefor, provide information and documentation reasonably requested by the 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, the Beneficial Ownership Regulation and the Proceeds of Crime Act; and (g) promptlyas soon as available, such additional information regarding but in any event within 90 days after the business affairs, financial condition or operations end of any Loan Party or any Restricted Subsidiary, or compliance with the terms each fiscal year of the Loan Documents, as the Agent may from time to time reasonably request. Notwithstanding the foregoing, the documents to be delivered pursuant to clause (e) above (to the extent such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered by posting such information, or providing a link thereto, on Ultimate Parent, (i) Holdings’ website on a report supplementing Schedule II.B of the Internet at xxxxx://xx.xx.xxx/investor-overview Perfection Certificate, setting forth (which website address may A) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any BR Advisory Loan Party, the Primary Guarantor or any Subsidiary thereof during such fiscal year and (B) a list of all patent applications, trademark applications, service xxxx applications, trade name applications and copyright applications submitted by any BR Advisory Loan Party during such fiscal year and the status of each such application, each such report to be modified from time signed by a Responsible Officer of the Borrower and to time upon notice be in a form reasonably satisfactory to the Administrative Agent), ; (ii) on the Borrower’s behalf, on an Internet or intranet website, if any, to which the Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Agent), or (iii) on XXXXX (the Electronic Data Gathering, Analysis and Retrieval system report supplementing Schedule I of the SEC) or any successor thereto; provided that, except in the case Perfection Certificate and a certificate of any filing on XXXXX or any successor thereto, a Responsible Officer of the Borrower shall notify certifying that all UCC financing statements (including fixture filings, as applicable) and other appropriate filings, recordings or registrations, including all re-filings, re-recordings and re-registrations, have been filed of record in writing (which can be by electronic mail) each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the Agent Liens under the Security Documents for a period of not less than 12 months after the posting of any such document and, promptly upon request by the Agent, provide to the Agent by electronic mail an electronic version (i.e., a soft copy) of any such document specifically requested by the Agent. The Agent shall not have any obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies date of such documents. The Loan Parties hereby acknowledge that certificate (a) the Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information except as noted therein with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties hereby agree that they will use commercially reasonable efforts any continuation statements to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all filed within such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States or Canada federal, provincial and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07period); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the 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 Investor.”and

02Certificates; Other Information. Deliver to the Administrative Agent, in form and detail satisfactory to the AgentAdministrative Agent and the Lenders: (a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) ), a duly completed Compliance Certificate signed by a Responsible Officer of the BorrowerCompany; (b) [reserved]promptly upon receipt thereof, copies of any detailed audit reports, management letters or recommendations submitted to the Company or any Subsidiary by independent accountants in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them; (c) [reserved]within ten days following the date on which the Company’s auditors resign or the Company elects to change auditors, as the case may be, notification thereof, together with such supporting information as the Administrative Agent or any Lender may reasonably request; (d) [reserved]together with each delivery of financial statements required by Section 6.01(a) above, the Company will deliver to the Administrative Agent and each Lender a certificate of such accountants stating that, in making the audit necessary for their report on such financial statements, they have obtained no knowledge of any Event of Default, or, if they have obtained knowledge of any Event of Default or Default, specifying the nature and period of existence thereof; (e) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Restricted Subsidiary, copies of each material notice or other material correspondence received from any Governmental Authority (including, without limitation, the SEC (or comparable agency in Canada or any other applicable non-U.S. jurisdiction) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any Loan Party or any Restricted Subsidiary or any other matter which, if adversely determined, could reasonably expected to have a Material Adverse Effect; (f) promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes purpose of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the USA Patriot Act, Act (Title III of Pub. L. 107 56) and the Beneficial Ownership Regulation and the Proceeds of Crime ActRegulation; and (gf) promptly, such additional information regarding the business affairsbusiness, financial condition or operations corporate affairs of any the Loan Party Parties or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Notwithstanding the foregoing, the documents to be delivered pursuant to clause (e) above (to the extent such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered by posting such information, or providing a link thereto, on (i) Holdings’ website on the Internet at xxxxx://xx.xx.xxx/investor-overview (which website address may be modified from time to time upon notice to the Agent), (ii) on the Borrower’s behalf, on an Internet or intranet website, if any, to which the Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Agent), or (iii) on XXXXX (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; provided that, except in the case of any filing on XXXXX or any successor thereto, the Each Borrower shall notify in writing (which can be by electronic mail) the Agent of the posting of any such document and, promptly upon request by the Agent, provide to the Agent by electronic mail an electronic version (i.e., a soft copy) of any such document specifically requested by the Agent. The Agent shall not have any obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Loan Parties hereby acknowledge acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the L/C Issuer materials and/or information ​ ​ ​ provided by or on behalf of the Loan Parties such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks DebtDomain or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to any of the Loan Parties Borrowers or their securities) (eachrespective Affiliates, a “Public Lender”). The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that and who may be distributed engaged in investment and other market-related activities with respect to the Public Lenders and such Persons’ securities. Each Borrower hereby agrees that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers Joint Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties Borrowers or their respective securities for purposes of United States or Canada federal, provincial Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; Side Information;” and (z) the Administrative Agent and the Joint Lead 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 InvestorSide Information.”.

02Certificates; Other Information. Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent: (a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the financial statements for the period ending May 26, 2012), (i) a duly completed Compliance Certificate signed by a Responsible Officer of Holdings and (ii) notice of any change in the Borrowerlocation of any office in which a Loan Party maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility); (b) [reserved]promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the 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; (c) [reserved]; not later than seven (d) [reserved]; (e) promptly, and in any event within five (57) Business Days after receipt thereof by any Loan Party or any Restricted SubsidiarySubsidiary thereof, copies of each material notice all notices, requests and other documents (including amendments, waivers and other modifications) so received under or other material correspondence received from pursuant to any Governmental Authority (includinginstrument, without limitationindenture, the SEC (loan or comparable agency in Canada credit or similar agreement regarding or related to any breach or default by any party thereto or any other applicable non-U.S. jurisdiction) concerning any proceeding withevent that, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any Loan Party or any Restricted Subsidiary or any other matter which, if adversely determinedin each case, could reasonably expected to have a Material Adverse Effect; (d) promptly after any Loan Party has knowledge thereof, written notice of (i) any action or proceeding relating to any Environmental Law pending or threatened against any Loan Party or any of its Subsidiaries, (ii) any noncompliance with any Environmental Law by any Loan Party or any of its Subsidiaries, (iii) the existence of any Environmental Liability, or (iv) the existence of any Release of Hazardous Materials at any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries, which action, proceeding, non-compliance, Environmental Liability or Release could (x) reasonably be expected to have a Material Adverse Effect, or (y) cause any property described in the Mortgages to be subject to any material restrictions on ownership, occupancy, use or transferability under any Environmental Law; (e) as soon as available, but in any event within thirty (30) days after the end of each Fiscal Year of the Borrower, to the extent that it would reflect information not previously delivered to the Administrative Agent, (i) a report supplementing Schedules 5.07(c), 5.07(d)(i) and 5.07(d)(ii), including an identification of all owned real property disposed of by any Loan Party or any Subsidiary thereof and all leased real property disposed of by any Loan Party or any Domestic Subsidiary during such Fiscal Year, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all Real Estate acquired or leased during such Fiscal Year and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete; (ii) a report supplementing Schedules 5.07(e) and 5.11 containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete, each such report to be signed by a Responsible Officer of ​ ​ Holdings and to be in a form reasonably satisfactory to the Administrative Agent and (iii) a duly completed Perfection Certificate Supplement; (f) at least five (5) Business Days prior written notice (or such shorter period as to which the Administrative Agent in its sole discretion agrees) of any change in (i) any Loan Party’s name, (ii) any Loan Party’s organizational structure or jurisdiction of incorporation or formation or (iii) any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization; (g) promptly following after the request by any request thereforLender, provide all documentation and other information and documentation that such Lender reasonably requested by the Agent or any Lender for purposes of compliance requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding the USA PATRIOT Act; (h) upon request by the Administrative Agent, without limitation, copies of: (i) each Schedule B (Actuarial Information) to the Patriot Act, annual report (Form 5500 Series) filed by any ERISA Affiliate with the Beneficial Ownership Regulation Internal Revenue Service with respect to each Pension Plan; (ii) the most recent actuarial valuation report for each Pension Plan; and the Proceeds of Crime Act(iii) all notices received by any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (gi) promptly, such additional information regarding the business affairsbusiness, financial condition financial, legal or operations corporate affairs of any Loan Party or any Restricted SubsidiarySubsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request. Notwithstanding the foregoing, the documents Documents required to be delivered pursuant to clause Section 6.01(a) or (eb) above or Section 6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, and if so delivered, shall be deemed to have been delivered by posting such information, or providing a link thereto, on the date (i) Holdings’ on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxxxx://xx.xx.xxx/investor-overview (which the website address may be modified from time to time upon notice to the Agent), listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf, behalf on an Internet or intranet website, if any, to which the Agent each Lender and the Lenders Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) on XXXXX (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; provided that, except in the case of any filing on XXXXX or any successor theretothat (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent, and (ii) the Borrower shall notify in writing the Administrative Agent (which can be by telecopier or electronic mail) the Agent of the posting of any such document and, promptly upon request by the Agent, documents and provide to the Administrative Agent by electronic mail an electronic version versions (i.e., a soft copycopies) of any such document specifically requested by the Agentdocuments. The Administrative Agent shall not have any no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Loan Parties Borrower hereby acknowledge acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public nonpublic information with respect to the Loan Parties Borrower or their its securities) (each, a “Public Lender”). The Loan Parties Borrower hereby agree agrees that they at any time that the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed ​ ​ to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties Borrower or their its securities for purposes of United States or Canada federal, provincial Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; 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 Investor.”

02Certificates; Other Information. Deliver The Borrower shall furnish to the Agent, in form and detail satisfactory Administrative Agent (which shall make the same available to the Agent:Lenders): (a) together with each delivery of financial statements pursuant to Sections 6.01(a) and 6.01(b), comparisons with the corresponding figures for the previous Fiscal Year; (b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) ), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of Holdings. Delivery of the Borrower; (b) [reserved]Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes; (c) [reserved]; (d) [reserved]; (e) promptly, promptly upon their becoming available and in without duplication of any event within five (5) Business Days after receipt thereof by obligations with respect to any such information that is otherwise required to be delivered under the provisions of any Loan Party or any Restricted SubsidiaryDocument, copies of each material notice all financial statements sent or other material correspondence received from any Governmental Authority (including, without limitation, the SEC made available generally by Holdings (or comparable agency any direct or indirect parent company thereof) to its public security holders acting in Canada or any other applicable non-U.S. jurisdiction) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any Loan Party or any Restricted Subsidiary or any other matter which, if adversely determined, could reasonably expected to have a Material Adverse Effectcapacity; (f) promptly following the Administrative Agent’s or any Lender’s reasonable written request therefor, solely to the extent readily available to the Credit Parties, such additional financial information related to this Section 6.02 or Section 6.03 regarding the Credit Parties as the Administrative Agent or such Lender may from time to time reasonably request; provided that the Credit Parties shall not be obligated to provide such information to the extent such disclosure, would, in the good faith determination of the Credit Parties, violate attorney-client privilege or applicable confidentiality requirements, constitutes attorney work product or trade secrets or proprietary information or otherwise prohibited by law or fiduciary duty from disclosing; provided that if any Credit Party does not provide information in reliance on the exclusions in this sentence, the Borrower shall notify the Administrative Agent that such information is being withheld and the reason therefor; (g) Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b), an update to Schedule 5.20 to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation related to such Schedule true and correct as of the date of such Compliance Certificate; (h) Promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with CHAR1\0000000x0 applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, the Beneficial Ownership Regulation and the Proceeds of Crime Act; and (gi) promptlyTo the extent any Credit Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such additional information regarding the business affairs, financial condition or operations of any Loan Credit Party or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Agent may from time to time reasonably request. Notwithstanding the foregoing, the documents to be delivered pursuant to clause (e) above (that would result in a change to the extent list of beneficial owners identified in such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered by posting such information, or providing a link thereto, on certification. Each Credit Party hereby acknowledges that (i) Holdings’ website on the Internet at xxxxx://xx.xx.xxx/investor-overview (which website address may be modified from time to time upon notice to the Agent)Administrative Agent and/or an Affiliate thereof may, (ii) on the Borrower’s behalf, on an Internet or intranet website, if any, to which the Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Agent), or (iii) on XXXXX (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; provided that, except in the case of any filing on XXXXX or any successor thereto, the Borrower shall notify in writing (which can be by electronic mail) the Agent of the posting of any such document and, promptly upon request by the Agent, provide to the Agent by electronic mail an electronic version (i.e., a soft copy) of any such document specifically requested by the Agent. The Agent but shall not have any obligation to request the delivery or to maintain copies of the documents referred to abovebe obligated to, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Loan Parties hereby acknowledge that (a) the Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan Credit Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks IntraLinks, Syndtrak, ClearPar or another a substantially similar electronic transmission system (the “Platform”) and (bii) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the Loan Credit Parties or their 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. Each Credit Party hereby agrees that so long as Holdings (or any parent company) (each, is the issuer of any outstanding debt or Stock that are registered or issued pursuant to a “Public Lender”). The Loan Parties hereby agree that they private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (wA) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (xB) by marking Borrower Materials “PUBLIC,” the Loan Credit Parties shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Arrangers Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Credit Parties or their securities for purposes of United States or Canada federal, provincial federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (yC) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; Side Information;” and (zD) the Administrative Agent and any Affiliate thereof and the Arrangers Arranger 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 InvestorSide Information.”

02Certificates; Other Information. Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent: (a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the financial statements for the period ending May 26, 2012), (i) a duly completed Compliance Certificate signed by a Responsible Officer of Holdings and (ii) notice of any change in the Borrowerlocation of any office in which a Loan Party maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility); (b) [reserved]promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the 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; (c) [reserved]; not later than seven (d) [reserved]; (e) promptly, and in any event within five (57) Business Days after receipt thereof by any Loan Party or any Restricted SubsidiarySubsidiary thereof, copies of each material notice all notices, requests and other documents (including amendments, waivers and other modifications) so received under or other material correspondence received from pursuant to any Governmental Authority (includinginstrument, without limitationindenture, the SEC (loan or comparable agency in Canada credit or similar agreement regarding or related to any breach or default by any party thereto or any other applicable non-U.S. jurisdictionevent that, in each case, could have a Material Adverse Effect; ​ (d) concerning promptly after any Loan Party has knowledge thereof, written notice of (i) any action or proceeding with, relating to any Environmental Law pending or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of threatened against any Loan Party or any Restricted Subsidiary of its Subsidiaries, (ii) any noncompliance with any Environmental Law by any Loan Party or any other matter whichof its Subsidiaries, if adversely determined(iii) the existence of any Environmental Liability, or (iv) the existence of any Release of Hazardous Materials at any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries, which action, proceeding, non-compliance, Environmental Liability or Release could (x) reasonably be expected to have a Material Adverse Effect, or (y) cause any property described in the Mortgages to be subject to any material restrictions on ownership, occupancy, use or transferability under any Environmental Law; (e) as soon as available, but in any event within thirty (30) days after the end of each Fiscal Year of the Borrower, to the extent that it would reflect information not previously delivered to the Administrative Agent, (i) a report supplementing Schedules 5.07(c), 5.07(d)(i) and 5.07(d)(ii), including an identification of all owned real property disposed of by any Loan Party or any Subsidiary thereof and all leased real property disposed of by any Loan Party or any Domestic Subsidiary during such Fiscal Year, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all Real Estate acquired or leased during such Fiscal Year and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete; (ii) a report supplementing Schedules 5.07(e) and 5.11 containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete, each such report to be signed by a Responsible Officer of Holdings and to be in a form reasonably satisfactory to the Administrative Agent and (iii) a duly completed Perfection Certificate Supplement; (f) at least five (5) Business Days prior written notice (or such shorter period as to which the Administrative Agent in its sole discretion agrees) of any change in (i) any Loan Party’s name, (ii) any Loan Party’s organizational structure or jurisdiction of incorporation or formation or (iii) any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization; (g) promptly following after the request by any request thereforLender, provide all documentation and other information and documentation that such Lender reasonably requested by the Agent or any Lender for purposes of compliance requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money-money laundering rules and regulations, includingincluding the USA PATRIOT Act; (h) upon request by the Administrative Agent, without limitation, copies of: (i) each Schedule B (Actuarial Information) to the Patriot Act, annual report (Form 5500 Series) filed by any ERISA Affiliate with the Beneficial Ownership Regulation Internal Revenue Service with respect to each Pension Plan; (ii) the most recent actuarial valuation report for each Pension Plan; and the Proceeds of Crime Act(iii) all notices received by any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (gi) promptly, such additional information regarding the business affairsbusiness, financial condition financial, legal or operations corporate affairs of any Loan Party or any Restricted SubsidiarySubsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request. Notwithstanding the foregoing, the documents Documents required to be delivered pursuant to clause Section 6.01(a) or (eb) above or Section 6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be ​ delivered electronically and, and if so delivered, shall be deemed to have been delivered by posting such information, or providing a link thereto, on the date (i) Holdings’ on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxxxx://xx.xx.xxx/investor-overview (which the website address may be modified from time to time upon notice to the Agent), listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf, behalf on an Internet or intranet website, if any, to which the Agent each Lender and the Lenders Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) on XXXXX (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; provided that, except in the case of any filing on XXXXX or any successor theretothat (i) upon request, the Borrower shall deliver paper copies of such documents to the Administrative Agent, and (ii) the Borrower shall notify in writing the Administrative Agent (which can be by telecopier or electronic mail) the Agent of the posting of any such document and, promptly upon request by the Agent, documents and provide to the Administrative Agent by electronic mail an electronic version versions (i.e., a soft copycopies) of any such document specifically requested by the Agentdocuments. The Administrative Agent shall not have any no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Loan Parties Borrower hereby acknowledge acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public nonpublic information with respect to the Loan Parties Borrower or their its securities) (each, a “Public Lender”). The Loan Parties Borrower hereby agree agrees that they at any time that the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties Borrower or their its securities for purposes of United States or Canada federal, provincial Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; 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 Investor.”

02Certificates; Other Information. Deliver The Borrower shall furnish to the Agent, in form and detail satisfactory Administrative Agent (which shall make the same available to the Agent:Lenders): (a) together with each delivery of financial statements pursuant to Sections 6.01(a) and 6.01(b), comparisons with the corresponding figures for the previous Fiscal Year; (b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) ), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of Holdings. Delivery of the Borrower; (b) [reserved]Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes; (c) [reserved]; (d) [reserved]; (e) promptly, promptly upon their becoming available and in without duplication of any event within five (5) Business Days after receipt thereof by obligations with respect to any such information that is otherwise required to be delivered under the provisions of any Loan Party or any Restricted SubsidiaryDocument, copies of each material notice all financial statements sent or other material correspondence received from any Governmental Authority (including, without limitation, the SEC made available generally by Holdings (or comparable agency any direct or indirect parent company thereof) to its public security holders acting in Canada or any other applicable non-U.S. jurisdiction) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any Loan Party or any Restricted Subsidiary or any other matter which, if adversely determined, could reasonably expected to have a Material Adverse Effectcapacity; (f) promptly following the Administrative Agent’s or any Lender’s reasonable written request therefor, solely to the extent readily available to the Credit Parties, such additional financial information related to this Section 6.02 or Section 6.03 regarding the Credit Parties as the Administrative Agent or such Lender may from time to time reasonably request; provided that the Credit Parties shall not be obligated to provide such information to the extent such disclosure, would, in the good faith determination of the Credit Parties, violate attorney-client privilege or applicable confidentiality requirements, constitutes attorney work product or trade secrets or proprietary information or otherwise prohibited by law or fiduciary duty from disclosing; provided that if any Credit Party does not provide information in reliance on the exclusions in this sentence, the Borrower shall notify the Administrative Agent that such information is being withheld and the reason therefor; 13675000v5 (g) Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b), an update to Schedule 5.20 to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation related to such Schedule true and correct as of the date of such Compliance Certificate; (h) Promptly following any request therefor, provide information and documentation 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, the Beneficial Ownership Regulation and the Proceeds of Crime Act; and (gi) promptlyTo the extent any Credit Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such additional information regarding the business affairs, financial condition or operations of any Loan Credit Party or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Agent may from time to time reasonably request. Notwithstanding the foregoing, the documents to be delivered pursuant to clause (e) above (that would result in a change to the extent list of beneficial owners identified in such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered by posting such information, or providing a link thereto, on certification. Each Credit Party hereby acknowledges that (i) Holdings’ website on the Internet at xxxxx://xx.xx.xxx/investor-overview (which website address may be modified from time to time upon notice to the Agent)Administrative Agent and/or an Affiliate thereof may, (ii) on the Borrower’s behalf, on an Internet or intranet website, if any, to which the Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Agent), or (iii) on XXXXX (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; provided that, except in the case of any filing on XXXXX or any successor thereto, the Borrower shall notify in writing (which can be by electronic mail) the Agent of the posting of any such document and, promptly upon request by the Agent, provide to the Agent by electronic mail an electronic version (i.e., a soft copy) of any such document specifically requested by the Agent. The Agent but shall not have any obligation to request the delivery or to maintain copies of the documents referred to abovebe obligated to, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Loan Parties hereby acknowledge that (a) the Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan Credit Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks IntraLinks, Syndtrak, ClearPar or another a substantially similar electronic transmission system (the “Platform”) and (bii) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the Loan Credit Parties or their 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. Each Credit Party hereby agrees that so long as Holdings (or any parent company) (each, is the issuer of any outstanding debt or Stock that are registered or issued pursuant to a “Public Lender”). The Loan Parties hereby agree that they private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (wA) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (xB) by marking Borrower Materials “PUBLIC,” the Loan Credit Parties shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Arrangers Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Credit Parties or their securities for purposes of United States or Canada federal, provincial federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.0711.07); (yC) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; Side Information;” and (zD) the Administrative Agent and any Affiliate thereof and the Arrangers Arranger 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 InvestorSide Information.”