Common use of Certificates; Other Information Clause in Contracts

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent (with copies if requested for each Lender:): (a) concurrently with the delivery of the financial statements and information referred to in subsection 6.1Sections 5.1(a), (b) and (c), a certificate of a Responsible Officer stating that (i) to the independent certified public accountants reporting on best of such financial statements stating thatOfficer’s knowledge, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to comply with the provisions be observed, performed or satisfied by it, and (ii) no Default or Event of subsection 7.1, Default has occurred and is continuing except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five fifteen days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholdersinvestors, and within five Business Days after the same are filed, copies of all financial statements and reports which the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority other than those filings otherwise required to be delivered under Section 5.1 hereof; (c) as soon as available, but in any event not later than ten days after the end of each quarter, a certificate of a Responsible Officer showing in reasonable detail the calculations supporting the Borrower’s compliance with Section 6.1 and Section 6.7(b); (d) as soon as available, but in any event not later than one day after such calculation is made, a certificate of a Responsible Officer showing in reasonable detail calculation of the Borrower’s Asset Coverage Ratio. The Borrower shall calculate its Asset Coverage Ratio on a weekly basis; (e) promptly following the execution thereof, copies of any amendments, restatements, supplements or other modifications to the Note Purchase Agreement or any document, opinion, instrument or agreement executed or delivered in connection therewith or pursuant thereto; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request, including, without limitation, copies of all changes to the Prospectus and registration statement and organizational documents and information about the Borrower’s Subsidiaries. For the avoidance of doubt, any certifications required to be made by a Responsible Officer pursuant to Section 5.1 or this Section 5.2 that are required to be delivered on the same day may, but need not, be delivered by incorporating such certifications into a single certificate. In addition, to the extent two or more subsections of Section 5.1 or this Section 5.2 require delivery of the same certification, information or other deliverable, the delivery of one copy of such certification, information or other deliverable shall satisfy the requirements of all such subsections.

Certificates; Other Information. Furnish to the Administrative Agent with copies for (who shall promptly furnish to each Lender) or, in the case of clause (g), to the relevant Lender: (a) concurrently promptly upon the request of the Administrative Agent, in connection with the delivery of the any financial statements referred or other information pursuant to in subsection 6.1Section 6.1 or this Section 6.2, a certificate confirmation of whether such statements or information contains any Private Lender Information. The Borrowers and each Lender acknowledge that certain of the independent certified Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public accountants reporting information with respect to the Borrowers, Holdings, their respective Subsidiaries or their securities) (the “Public Lenders”) and, if documents or notices required to be delivered pursuant to Section 6.1 or this Section 6.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Borrower Representative has indicated contains Private Lender Information shall not be posted on that portion of the Platform designated for such financial statements stating thatpublic-side Lenders, in performing provided that if Borrower Representative has not indicated whether a document or notice delivered pursuant to Section 6.1 or this Section 6.2 contains Private Lender Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrowers, Holdings, their audit, nothing came to respective Subsidiaries or their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificaterespective securities; (b) [reserved]; (c) concurrently with the delivery of the any financial statements referred pursuant to in subsection Section 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any an Officer’s Certificate of Borrower Representative stating that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) (x) a Compliance Certificate containing all information and calculations reasonably necessary for determining the Applicable Margin and, to the extent that a Financial Compliance Date occurred on the last day of the period covered by such financial statements, compliance by UK Holdco with the provisions of Section 7.1 of this Agreement as of the last day of the fiscal quarter or fiscal year of UK Holdco, as the case may be (and, with respect to each annual financial statement commencing with the annual financial statements for the fiscal year of UK Holdco ending December 31, 2020, the amount, if any, of Excess Cash Flow for such fiscal year together with the calculation thereof in reasonable detail), and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party, and (iii) certifying a list of names of all Unrestricted Subsidiaries (if any) (or certifying as to any changes to such list since the delivery of the last such certificate) and that each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary; (cd) concurrently [reserved]; (e) simultaneously with the delivery of each set of consolidated financial statements pursuant referred to subsection 6.1in Sections 6.1(a) and (b) above, a certificate of a Responsible Officer narrative discussion and analysis of the Borrower setting forthfinancial condition and results of operations of UK Holdco and its Restricted Subsidiaries for such fiscal quarter or fiscal year, as applicable, and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter (or for the entire such fiscal year most recently ended in reasonable detailthe case of such discussion and analysis given after the end of such fiscal year), as compared to the computationscomparable periods of the previous year (provided that delivery within the time periods specified above of copies of the Quarterly Report on Form 10-Q or Foreign Private Issuer Report on Form 6-K and Annual Report on Form 10-K or 20-F, as applicable, of UK Holdco (ior any direct or indirect parent company thereof) filed with the Debt Ratio and SEC (ii) or the financial covenants equivalent documents filed with a comparable agency in any applicable non-U.S. jurisdiction, provided such documents contain substantially the same scope of information as would be set forth in subsection 7.1, as equivalent U.S. documents) shall be deemed to satisfy the requirements of such last day or for the fiscal period then ended, as the case may bethis Section 6.2(e)); (df) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sentpromptly, copies of all financial statements and reports that UK Holdco and its Restricted Subsidiaries send generally to the holders of any class of their debt securities or public equity securities, acting in such capacity, and, within five days after the same are filed, copies of all financial statements and reports that UK Holdco or any Qualified Reporting Subsidiary filed with the SEC (or the equivalent documents filed with a comparable agency in any applicable non-U.S. jurisdiction, provided such documents contain substantially the same information as would be set forth in equivalent U.S. documents); provided that the obligations in this clause (f) shall be deemed to be satisfied if such financial statements and reports are publicly available; (g) promptly following any Lender’s request therefor, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering or terrorist financing rules and regulations, including the Patriot Act and Beneficial Ownership Regulation; (h) to the extent equivalent conference calls are required pursuant to the terms of the Senior Secured Notes, quarterly, at a time mutually agreed with the Administrative Agent that is promptly after the delivery of the information required pursuant to clause (a) and (b) above, but in no event earlier than is required with respect to the Senior Secured Notes, participate in a conference call for Lenders to discuss the financial condition and results of operations of UK Holdco and its Subsidiaries for the most recently-ended period for which the Borrower financial statements have been or Holdings sends were required to its stockholdershave been delivered; and (fi) promptly, such additional financial and other information as any Lender may promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, such other information regarding the operations, business affairs and financial condition of any Group Member, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request. Nothing in this Agreement or in any other Loan Document shall require any Loan Party to provide information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by applicable Laws, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, a Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Agreement).

Certificates; Other Information. Furnish to the Administrative Agent with copies for and each Lenderof the Lenders: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 5.1(a) and 5.1(b) above, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's knowledge, each of the Credit Parties during such period (i) no Subsidiary has been formed observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any and satisfied in all material respects every condition, contained in this Credit Agreement to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and such certificate shall include the calculations in reasonable detail required to indicate compliance with Section 5.9 as of the last day of such period; (c) concurrently within thirty (30) days after the same are sent, copies of all reports (other than those otherwise provided pursuant to Section 5.1 and those which are of a promotional nature) and other financial information which the Borrower sends to its stockholders, and within thirty (30) days after the same are filed, copies of all financial statements and non-confidential reports which the Borrower may make to, or file with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio Securities and (ii) the financial covenants set forth in subsection 7.1, as of such last day Exchange Commission or for the fiscal period then ended, as the case may beany successor or analogous Governmental Authority; (d) not later than 60 within ninety (90) days after the end of each fiscal year of the Borrower, a certificate containing information regarding the amount of all Asset Dispositions, Debt Issuances, and Equity Issuances that were made during the prior fiscal year and amounts received in connection with any Recovery Event during the prior fiscal year; (e) promptly upon receipt thereof, a copy of the projections any other report or "management letter" submitted by independent accountants to the Borrower or any of its Subsidiaries in connection with any annual, interim or special audit of the operating budget books of such Person; (f) not less than five (5) days prior to the consummation of any Permitted Acquisition: (i) a reasonably detailed description of the material terms of such Permitted Acquisition (including, without limitation, the purchase price and cash flow budget method and structure of payment) and of each Target; (ii) to the extent available, audited financial statements of the Target for its three (3) most recent fiscal years prepared by independent certified public accountants acceptable to the Administrative Agent and unaudited fiscal year-to-date statements for the two (2) most recent interim periods; (iii) to the extent available, consolidated projected income statements of the Borrower and its consolidated Subsidiaries (giving effect to such Permitted Acquisition and the consolidation with the Borrower of each relevant Target) for the succeeding fiscal yearthree (3)-year period following the consummation of such Permitted Acquisition, such projections in reasonable detail, together with any appropriate statement of assumptions and pro forma adjustments reasonably acceptable to be accompanied the Required Lenders; (iv) a certificate, in form and substance reasonably satisfactory to the Administrative Agent, executed by a certificate of a Responsible Officer of the Borrower (A) setting forth the best good faith estimate of the total consideration (including, without limitation, cash, debt and equity) to be paid for each Target, (B) certifying that (y) such Permitted Acquisition complies with the requirements of this Credit Agreement and (z) after giving effect to such Permitted Acquisition and any borrowings in connection therewith, the Borrower believes in good faith that such projections it will have been prepared on sufficient availability under the basis of sound financial planning practice Revolving Commitment to meet its ongoing working capital requirements and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (C) demonstrating compliance with subsections (c) and (e) within five days after of the same are sent, copies definition of all financial statements and reports which the Borrower or Holdings sends to its stockholdersPermitted Acquisition; and (fv) to the extent available, any due diligence reports prepared by, or on behalf of, any Credit Party with respect to the Target; and (g) promptly, such additional other documents and information about the business, operations, revenues, financial and other information condition, property or business prospects of the Borrower or any of its Subsidiaries as the Administrative Agent, on behalf of any Lender Lender, may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent with copies for prompt further distribution to each Lender: (a) concurrently (i) together with the each delivery of the financial statements referred pursuant to in subsection 6.1subsections 4.1(a)and 4.1(b), a certificate Narrative Report, and (ii) together with each delivery of financial statements pursuant to subsections 4.1(a) and 4.1(b), a report setting forth in comparative form the corresponding figures for the corresponding periods of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificateprevious Fiscal Year; (b) concurrently with the delivery of the financial statements referred to in subsections 4.1(a) and 4.1(b) above, a fully and properly completed Compliance Certificate in the form of Exhibit 4.2(b), certified by a Responsible Officer of the Borrower, which shall include a certification from such Responsible Officer as to compliance with subsection 6.16.1 and that such financial statements accurately reflect any cohort tail adjustments for the period covered by such financial statements; (c) no later than sixty (60) days after the last day of each Fiscal Year of the Borrower, a reasonably detailed annual budget of the Borrower and its Subsidiaries for the next Fiscal Year on a month by month basis (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of projected cash flow and projected income for such Fiscal Year and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating thatthat such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood that actual results may vary from such Projections and that such variations may be material; (d) together with each delivery of any financial statement for any Fiscal Year pursuant to subsection 4.1(a), each certified as complete and correct by a Responsible Officer of the Borrower, a reasonably detailed summary of all material insurance coverage maintained as of the date thereof by any Credit Party; (e) within thirty (30) days after the end of each month, deliver to the best Agents an aged schedule of such Officer's knowledgethe accounts of the Borrower, during such period listing the name and amount due from each account debtor and showing the aggregate amounts due from (i) no Subsidiary has been formed or acquired (or0-30 days, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default 31-60 days, (iii) 61-90 days and (iv) more than 90 days, and certified as accurate by the Borrower’s treasurer or Event of Default except as specified in such certificatechief financial officer; (cf) concurrently with within five (5) Business Days after the delivery end of financial statements pursuant to subsection 6.1each month, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of certifying (i) the Debt Ratio that no Default or Event of Default has occurred and is then continuing and (ii) the financial covenants set forth in as to compliance with subsection 7.1, as 6.2 for such month and a reasonably detailed calculation of Liquidity for such last day or for the fiscal period then ended, as the case may bemonth; (dg) not later than 60 within fifteen (15) days after the end of each fiscal year delivery of the BorrowerCompliance Certificate with respect to each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, a copy of 2022), an actuarial report from an independent actuary reasonably acceptable to the projections Required Lenders that is engaged by the Borrower of on terms reasonably acceptable to the operating budget and cash flow budget Required Lenders with respect to the Commission Receivables of the Borrower and its Subsidiaries included in the calculation of the Asset Coverage Ratio for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectmost recently ended Test Period; (eh) within five days (5) Business Days after the same are sentend of each month, copies deliver to the Administrative Agent and the Lenders a scorecard report substantially in the form attached hereto as Schedule 4.2(h) with respect to non-financial key performance indicators described in such Schedule 4.2(h) for such month; (i) within sixteen (16) Business Days after the end of all financial statements each month, deliver to the Administrative Agent (i) a 13-week cash flow forecast of receipts and reports which disbursements in form and substance reasonably acceptable to the Required Lenders and certified by the Chief Financial Officer of the Borrower as prepared in good faith, set forth on a weekly basis, (ii) a variance report showing actual cash receipts and disbursements for the four (4) week period ending as of the end of such month and providing an explanation to all material variances to the applicable 13-week cash flow forecast and (iii) an income statement, balance sheet and cash flow statement for such month in forms consistent with the budget prepared by the Company for the Fiscal Year ending June 30, 2023, along with variance calculations with respect to such budget (or Holdings sends other budget delivered pursuant to its stockholdersSection 4.2(c) above, as applicable); and (iv) a policy count by cohort, in form reasonably satisfactory to the Required Lenders; and (fj) promptly, such additional financial business, financial, corporate affairs, perfection certificate and other information as any Lender the Administrative Agent or Revolver Agent may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each LenderLender and Agent: (a) concurrently with the delivery of the each financial statements statement referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such 6.1 (a) above and each financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements statement referred to in subsection 6.16.1(b) above, a certificate of a Responsible Officer of Borrower (in the form of Exhibit F attached hereto or such other form as shall be reasonably acceptable to each Lender and Agent) stated to have been made after due examination by such Responsible Officer (i) stating that, to the best of such Officer's officer’s knowledge, Borrower and each of its Subsidiaries during such period (i) no Subsidiary has been formed observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any and satisfied every condition contained in this Agreement and the Notes to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) showing in detail the calculations supporting such statement in respect of subsections 6.11, 6.12, 6.13, 7.1, 7.5, 7.6(b), 7.6(e) and 7.13 hereof; (b) not later than March 31 of each year, comprehensive projections for that year, setting forth projected income and cash flow for each quarter of that year, and the projected balance sheet as of the end of each quarter of that year, together with a summary of the assumptions upon which such projections are based and a certificate in the form of Exhibit G hereto of the chief financial officer or the controller of Borrower with respect to such projections; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days promptly after the same are sent, copies of all financial statements statements, reports and reports notices which the Borrower or Holdings any of its Subsidiaries sends to its stockholdersstockholders as stockholders and, so long as Borrower is a reporting company under the Securities Exchange Act of 1934, promptly after the same are filed, copies of all financial statements which Borrower may make to, or file with, and copies of all material notices it receives from, the Securities and Exchange Commission or any public body succeeding to any or all of the functions of the Securities and Exchange Commission; (d) promptly upon receipt thereof, copies of all final reports submitted to Borrower by independent certified public accountants in connection with each annual, interim or special audit of the books of Borrower or any of its Subsidiaries made by such accountants, including without limitation any final comment letter submitted by such accountants to management in connection with their annual audit; and (fe) promptly, on reasonable notice to Borrower, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish (1) So long as any Holder holds any Preferred Unit, the Company will deliver to the Administrative Agent with copies for each Lendersuch Holder: (a) concurrently with the delivery of the consolidated financial statements referred to in subsection 6.1Paragraph 5A(3), a certificate of letter from the independent certified public accountants reporting on such financial statements stating that, that in performing making the examination necessary to express their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions opinion on such financial statements no knowledge was obtained of subsection 7.1any Default or Event of Default under Paragraph 7A, except as specified in such certificateletter; (b) beginning with the delivery of the financial statements for the quarter ending September 30, 2004, concurrently with the delivery of the financial statements referred to in subsection 6.1Paragraphs 5A(1), a certificate of a Responsible Officer stating that, 5A(2) and 5A(3) an Officer’s Certificate in form and substance reasonably acceptable to the best of such Officer's knowledge, Required Holder(s) stating that during such period (i) no Subsidiary has been formed or acquired (or, if any the officer executing such Subsidiary has been formed or acquired, Officers’ Certificate on the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer Company’s behalf has obtained no knowledge of any Default or Event of Default Default, in each case, except as specified in such certificate, and (ii) showing in reasonable detail as of the end of the related accounting period the figures and calculations supporting such statement in respect of Paragraphs 6A, 6B and 6C and any other calculations reasonably requested by any Holder of a Preferred Unit with respect to the quantitative aspects of the other covenants contained herein; (c) together with any delivery of a financial statement referred to in Paragraph 5A(2), a summary of all Asset Sales during the fiscal quarter covered by such statements; and (d) promptly, and in any event within three Business Days, after an Officer of the Company obtains knowledge thereof, notice of the occurrence of any event which constitutes a Default or Event of Default, specifying nature and extent thereof and what action the Company is supposed to take with respect thereto. (2) The Company will deliver to each Holder: (a) beginning with the delivery of the financial statements for the quarter ending September 30, 2004, concurrently with the delivery of the financial statements pursuant referred to subsection 6.1in Paragraphs 5A(1), a certificate of a Responsible Officer 5A(2) and 5A(3) an Officer’s Certificate in form and substance reasonably acceptable to the Required Holder(s) stating that during such period the Company and its Subsidiaries have observed or performed all of the Borrower setting forthcovenants and other agreements, and satisfied every material condition, contained in reasonable detailthis Agreement and the other Transaction Documents to be observed, performed or satisfied by it; (b) promptly upon receipt thereof, copies of all final reports submitted to the computationsCompany or any of its Subsidiaries by independent certified public accountants in connection with each annual, as applicableinterim or special audit of the books of the Company or any of its Subsidiaries made by such accountants, and any final comment letter submitted by such accountants to management in connection with their annual audit; (c) promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available to the Debt Ratio public generally by the Company or any of its Subsidiaries, if any, and (ii) all regular and periodic reports and all final registration statements and final prospectuses, if any, filed by the financial covenants set forth in subsection 7.1, as Company or any of such last day its Subsidiaries with any securities exchange or for with the fiscal period then ended, as the case may beSEC or any Governmental Authority succeeding to any of its functions; (d) not later than 60 days after the end of each fiscal year commencing with delivery of the Borrowerfinancial statements for the period ending September 30, 2004, concurrently with the delivery of the financial statements referred to in Paragraphs 5A(2) and (3), a copy management summary describing and analyzing the performance of the projections by the Borrower of the operating budget and cash flow budget of the Borrower Holdings and its Subsidiaries for during the succeeding fiscal yearperiods covered by such financial statements, but only if such projections to be accompanied by a certificate of a Responsible Officer summary is required pursuant to the effect that such projections have been prepared on the basis terms of sound financial planning practice and that such Officer has no reason to believe they are incorrect any indenture or misleading in other agreement evidencing any material respectIndebtedness; (e) promptly, and in any event within five days after the same are sent, copies three Business Days of all financial statements and reports which the Borrower or Holdings sends to its stockholders; and (f) promptlyany request, such additional financial and other information as any Lender Holder may from time to time reasonably request; and (f) promptly, and in any event within three Business Days of transmission thereof, copies (unless otherwise delivered pursuant to the other provisions of this Agreement) of all financial statements, notices, reports and other information and materials given to the Senior Lenders under the Senior Credit Agreement (excluding routine borrowing matters in the ordinary course of business such as borrowing requests and notices relating to repayments or interest rates) or to the indenture trustee under the Subordinated Note Indenture and the Senior Discount Note Indenture.

Certificates; Other Information. Furnish to the Administrative Agent with copies Agents (for each Lender:distribution to the Lenders pursuant to Section 11.2(d): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 7.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1and 7.1(b), a certificate of a Responsible Officer Person of the Borrowers’ Agent substantially in the form of Exhibit K (such a certificate, a “Compliance Certificate”) (A) stating that, that to the best of such Officer's Person’s knowledge, each Loan Party during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements and satisfied every condition contained in this Agreement and the other Loan Documents to be observed, if any performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer Responsible Person has obtained no knowledge of any Default or Event of Default Default, in each case except as specified in such certificatecertificate and (B) showing in detail the calculations supporting such Person’s certification of the Loan Parties’ compliance with the requirements of Section 8.1. (b) (x) within fifteen days after the last day of each calendar month, a Borrowing Base Report for the Loan Parties dated the last day of such calendar month, (y) at any time upon the occurrence and during the continuance of a Default, upon the request of the Collateral Agent, a Borrowing Base Report for the Loan Parties dated as of a date within seven (7) Business Days following a request by the Collateral Agent and (z) at any time and from time to time, as the Borrowers’ Agent may determine in its sole, absolute discretion, a Borrowing Base Report for the Loan Parties dated as of a date within the seven (7) Business Days preceding delivery thereof to the Collateral Agent; (c) concurrently with as soon as available and in any event within ten (10) Business Days after the delivery date of issuance thereof (if any such management letter is ever issued), any management letter prepared by the independent public accountants who reported on the financial statements pursuant provided for in Section 7.1(a) above, with respect to subsection 6.1, a certificate of a Responsible Officer the internal audit and financial controls of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio Borrowers and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may betheir respective Subsidiaries; (d) if any such report described in clauses (b) or (c) above is not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget reasonably satisfactory in form and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer substance to the effect that Collateral Agent, the Borrowers’ Agent shall promptly deliver such projections have been prepared on information supplementing such report as the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectCollateral Agent may reasonably request; (e) within five days after promptly, upon the same are sentrequest of the Collateral Agent, copies (i) a report that (A) lists all Immaterial Subsidiaries as of the date of such report (which shall be a date subsequent to the applicable request of the Collateral Agent), and (B) lists the contribution of each Immaterial Subsidiary to the Combined Total Assets and the Combined EBITDA at such time, and (ii) a certification that as of the date of such report, the combined assets and combined EBITDA of all financial statements and reports which Immaterial Subsidiaries do not exceed the Borrower or Holdings sends to its stockholderslimits set forth in the definition of such term under this Agreement; and (f) promptly, such additional financial and other information regarding the Loan Parties as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent with copies for further distribution to each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate;[Reserved] (b) concurrently with the delivery of the financial statements and reports referred to in subsection 6.1Sections 7.1(a) and (b), a certificate of signed by a Responsible Officer of the Borrower substantially in the form of Exhibit Q or the form previously delivered to the Administrative Agent for fiscal quarters and fiscal years ended prior to the Thirteenth Amendment Closing Date (a “Compliance Certificate”) (i) stating that, to the best of such Responsible Officer's ’s knowledge, each of the Borrower and its Restricted Subsidiaries during such period (i) no Subsidiary has been formed observed or acquired (or, if any performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents to which it is a party and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except Default, except, in each case, as specified in such certificatecertificate and (ii) if (A) delivered with the financial statements required by Section 7.1(a) and (B) the First Lien Indebtedness to EBITDA Ratio as of the last day of the immediately preceding Fiscal Year was greater than 4.00:1.00, set forth in reasonable detail the amount of (and the calculations required to establish the amount of) Excess Cash Flow for the respective Fiscal Year covered by such financial statements; (c) concurrently promptly after the same are publicly available, copies of each annual report, proxy or financial statement or other material report or material communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower has filed with the delivery of financial statements SEC (other than any registration statement on Form S-8 or any filing on Form 8-K) or with any national securities exchange and in any case not otherwise required to be delivered to the Administrative Agent pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may behereto; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect[Reserved]; (e) within five days after [Reserved]; (f) together with the same are sentdelivery of each Compliance Certificate pursuant to Section 7.2(b), copies of any Intellectual Property Security Agreement delivered to the Collateral Agent in accordance with Section 2.11(e) of the Security Agreement during the prior fiscal quarter; (g) [reserved]; (h) promptly after the request by any Lender, all financial statements documentation and reports which other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Borrower or Holdings sends to its stockholdersPatriot Act and the Beneficial Ownership Regulation; and (fi) promptly, such additional information regarding the business, legal, financial and other information or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Sections 7.1(a) or (b) or 7.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Schedule A (or such other website address as the Borrower may specify by written notice to the Administrative Agent from time to time); or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website (including any website maintained by the SEC) or whether sponsored by the Administrative Agent); provided that: (i) upon request 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 (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for the timely accessing of posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.15.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefore no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 5.1(a), (b) and (c), a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 5.10 with respect thereto) and , (ii) neither the Borrower nor any of its Subsidiaries has changed its name, its principal place of business, its chief executive office or the location of any material item of tangible Collateral without complying with the requirements of this Agreement and the Security Documents with respect thereto and (iii) the Borrower has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents to be observed, performed or satisfied by it, and that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 thirty days after prior to the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect stating that such projections have been prepared are based on estimates, information and assumptions reasonably believed by such Responsible Officer to be reasonable on the basis date of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectdelivery thereof; (ed) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports which the Borrower may make to, or file with, the SEC or any successor or analogous Governmental Authority; and (fe) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for (which the Administrative Agent shall promptly deliver to each Lender:): (a) concurrently with the delivery of the consolidated financial statements referred to in subsection 6.17.1(a), a certificate of letter from the independent certified public accountants reporting on such financial statements stating that, that in performing making the examination necessary to express their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions opinion on such financial statements no knowledge was obtained of subsection 7.1any Default or Event of Default under subsections 8.7 and 8.9, except as specified in such certificateletter; (b) concurrently with within 15 days of the delivery of the financial statements referred to in subsection 6.1subsections 7.1(a) and (b) (except that the certificate referred to in clauses (iii) and (iv) below shall be delivered concurrently with such financial statements), a certificate of a Responsible Officer stating that, an Officer’s Certificate in form and substance reasonably acceptable to the best of such Officer's knowledge, Administrative Agent stating that during such period period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and 7.9), (ii) neither Holdings nor any of its Subsidiaries has changed its name or jurisdiction of organization without complying with the requirements of this Agreement and the Security Documents with respect thereto or otherwise stating that such Officer information is included in the perfection certificate supplement delivered pursuant to subsection 7.2(i), (iii) the officer executing such Officer’s Certificate on Borrower’s behalf has obtained no knowledge of any Default or Event of Default Default, in each case, except as specified in such certificate, (iv) and showing in detail as of the end of the related accounting period the figures and calculations supporting such statement in respect of paragraph (d) of subsection 8.1, paragraphs (b) and (e) of subsection 8.3 and subsections 8.6 through 8.11 and any other calculations reasonably requested by the Administrative Agent with respect to the quantitative aspects of the other covenants contained herein; (c) promptly upon receipt thereof, copies of all final reports submitted to Borrower or any of its Subsidiaries by independent certified public accountants in connection with each annual, interim or special audit of the books of Borrower or any of its Subsidiaries made by such accountants, and any final comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available to the public generally by Borrower or any of its Subsidiaries, if any, and all regular and periodic reports and all final registration statements and final prospectuses, if any, filed by Borrower or any of its Subsidiaries with any securities exchange or with the SEC or any Governmental Authority succeeding to any of its functions; (e) concurrently with the delivery of the financial statements pursuant referred to subsection 6.1in subsections 7.1(a) and (b), a certificate management summary describing and analyzing the performance of a Responsible Officer of Borrower and its Subsidiaries during the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the periods covered by such financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may bestatements; (df) not later than 60 within 45 days after the end of each fiscal year quarter, a summary of all Asset Sales during such fiscal quarter including the amount of all Net Proceeds from such Asset Sales not previously applied to prepayments of the BorrowerLoans pursuant to the proviso to subsection 4.5(c), a copy accompanied by an Officer’s Certificate of Borrower executed on its behalf by an Officer of Borrower to the projections by the Borrower of the operating budget and cash flow budget of the effect that Borrower and its Subsidiaries for intend to apply the succeeding fiscal year, Net Proceeds from such projections to be accompanied by a certificate Asset Sales in accordance with clause (b) of a Responsible Officer to the effect that such projections have been prepared on the basis definition of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectNet Proceeds; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders; and (fg) promptly, such additional financial and other information as any Lender the Administrative Agent may from time to time reasonably request; (h) promptly, and in any event within five Business Days after an Officer of Borrower obtains knowledge thereof, notice of the occurrence of any event which constitutes a Default or Event of Default specifying the nature and extent thereof and what action Borrower proposes to take with respect thereto; and (i) concurrently with the delivery of the Officer’s Certificate required pursuant to subsection 7.2(b), a perfection certificate supplement substantially in the form of Exhibit I or a statement in such Officer’s Certificate that there has been no change in the information included in the perfection certificate as most recently supplemented.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 6.1(a), (i) a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificatecertificate and (ii) copies of all reports or written communications providing advice, recommendations or analysis to the management of the Borrowers from such independent certified public accountants with regard to their audit of the financial statements referred to in Section 6.1 or the internal financial controls and systems of the Borrowers; (b) concurrently with the delivery of the any financial statements referred statement pursuant to in subsection Section 6.1, (y) a certificate of a Responsible Officer of each of the Parent and the Designated Borrower stating that, to the best of each such Responsible Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has Borrowers have complied with the requirements of subsection 6.10 Section 6.11 with respect thereto) and ), (ii) neither the Parent, the Borrowers nor any of their Subsidiaries has changed its name, its principal place of business, its chief executive office or the location of any material item of tangible Collateral without complying with the requirements of this Agreement and the Security Documents with respect thereto and (iii) each Loan Party has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; certificate and (cz) concurrently with in the delivery case of quarterly or annual financial statements pursuant to subsection 6.1statements, a certificate containing all information reasonably necessary for determining compliance by the Parent, the Borrowers and their Subsidiaries with the provisions of a Responsible Officer this Agreement (including but not limited to Sections 2.12 and 7.1) as of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as last day of such last day fiscal quarter or for fiscal year of the fiscal period then ended, Borrowers as the case may be;; 62 56 (dc) not as soon as available, and in any event no later than 60 30 days after the end of each fiscal year of the BorrowerBorrowers, a copy projected combined balance sheet of the projections by the Borrower Borrowers as of the operating budget and cash flow budget end of the Borrower and its Subsidiaries for the succeeding following fiscal year, and the related combined statements of projected cash flow, projected changes in financial position and projected income for the following fiscal year, together with an operating budget with respect to the following fiscal year, and, as soon as available, significant revisions, if any, of such projections with respect to such fiscal year (the "Projections"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer to of the effect Parent stating that such projections have been prepared Projections are based on the basis of sound financial planning practice reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe they that such Projections are incorrect or misleading in any material respect; (d) within 45 days after the end of each month of each fiscal year of the Parent, a narrative discussion and analysis of the financial condition and results of operations of the Borrowers for such month and for the period from the beginning of the then current fiscal year to the end of such month, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year; (e) within five days after the same are sentfiled, copies of all financial statements and reports which the Borrower Parent or Holdings sends to its stockholdersthe Borrowers may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent Agent, in form and detail acceptable to the Agent, with sufficient copies for each Lender, the following documents: (a) concurrently Promptly upon receipt thereof, copies of all significant reports submitted by the Credit Parties’ firm(s) of certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Credit Parties made by such accountants, including any comment letter submitted by such accountants to management in connection with their services; (b) Any financial reports, statements, press releases, other material information or written notices delivered to the Senior Agent, the Senior Lenders or the holders of the Subordinated Debt pursuant to any Senior Loan Documents or any applicable Subordinated Debt Documents (to the extent not otherwise required hereunder), as and when delivered to such Persons (including, without limitation, any compliance certificate (or similar report) delivered pursuant to the Senior Credit Agreement); (c) Solely to the extent requested in writing by the Agent at least sixty (60) days prior to the end of any Fiscal Year (or such shorter period agreed by the Borrower), within sixty (60) days after the end of such Fiscal Year, projections for the Credit Parties for the Fiscal Year then in progress, with the projections presented on a quarterly basis, including a balance sheet, as at the end of each relevant period and for the period commencing at the beginning of the Fiscal Year and ending on the last day of such relevant period, such projections approved by the Borrower’s board of directors and certified by a Responsible Officer of the Borrower as being believed to be reasonable estimates and assumptions taking into account all facts and information known by a Responsible Officer of the Borrower; (d) Simultaneously with the delivery of the financial statements referred to in subsection of the Credit Parties required by Section 6.1, if, as a certificate result of any change in accounting principles and policies from those used in the preparation of the independent certified public accountants reporting on such Financial Statements, the Consolidated financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, delivered pursuant to Section 6.1 will differ from the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all Consolidated financial statements and reports which the Borrower or Holdings sends to its stockholders; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.that would have

Certificates; Other Information. Furnish Deliver to the Administrative Agent with copies for each LenderAgent: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 6.01(a), a certificate of the its independent certified public accountants reporting on certifying such financial statements and stating thatthat in making the examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth herein or, in performing their auditif any such Default shall exist, nothing came to their attention that caused them to believe that stating the Borrower failed to comply with the provisions nature and status of subsection 7.1, except as specified in such certificateevent; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect theretoSections 6.01(a) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1b), a certificate of duly completed Compliance Certificate signed by a Responsible Financial Officer of the Borrower setting forth(which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes), which Compliance Certificate shall, with respect to any fiscal quarter (a “Material Unrestricted Subsidiary Quarter”) in which, as of the last day thereof, Unrestricted Subsidiaries collectively (i) have total assets exceeding 5% of the total assets of the Borrower and its Subsidiaries, determined in accordance with GAAP or (ii) generate more than 5% of Consolidated EBITDA for the four fiscal quarter period ending on such date, set forth a reasonably detailed reconciliation of each of the components reflected in such calculation, as well as of Consolidated Net Tangible Assets, to the corresponding consolidated amounts set forth in the financial statements, in form and substance reasonably satisfactory to the Administrative Agent, together with, for any Material Unrestricted Subsidiary Quarter, consolidating statements of income or operations, changes in partners’ capital, retained earnings and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, all in reasonable detail, such consolidating statements to be certified by a Financial Officer of the computations, Borrower as applicable, of (i) the Debt Ratio and (ii) fairly presenting the financial covenants set forth in subsection 7.1condition, as results of such last day or for the fiscal period then endedoperations, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrowerpartners’ capital, a copy of the projections by the Borrower of the operating budget retained earnings and cash flow budget flows of the Borrower and its Subsidiaries for in accordance with GAAP, subject only to normal year-end audit adjustments and the succeeding fiscal yearabsence of footnotes; (c) promptly after any reasonable request by the Administrative Agent or any Lender, such projections 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 any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Restricted Subsidiaries, or any audit of any of them; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders, partners or members (or the equivalent of any thereof) of any Loan Party, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any of its Subsidiaries 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 accompanied by a certificate of a Responsible Officer delivered to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectAdministrative Agent pursuant hereto; (e) within five days promptly after the same are sentfurnishing thereof, copies of all financial statements any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other event that could materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse Effect and reports which not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; (f) as soon as available, but in any event within 30 days after each annual renewal of the applicable insurance policies, a certificate summarizing the insurance coverage (specifying type, amount and carrier) in effect for the Borrower and its Restricted Subsidiaries and such additional information regarding such insurance coverage as the Administrative Agent, or Holdings sends any Lender through the Administrative Agent, may reasonably specify; (g) promptly, and in any event within 15 days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other material inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; (h) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Restricted Subsidiaries with any Environmental Law or Environmental Permit or any action, investigation or proceeding relating to its stockholdersHazardous Materials that could (i) reasonably be expected to have a Material Adverse Effect or (ii) cause any property described in the Mortgages to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that would materially interfere with or adversely impact the use of the affected property in the Business; (i) if the Borrower elects to have a Specified Acquisition Period apply with respect to a Specified Acquisition, written notice of such election within 30 days of the consummation of the Specified Acquisition; (j) promptly, upon the exercise of any accordion feature or other increase to the amount of any other Applicable Secured Indebtedness, notice thereof; and (fk) promptly, such additional financial and other information regarding the business, financial, legal or corporate affairs of any Loan Party or any Restricted Subsidiary thereof, or compliance with the terms of the Loan Documents, as any Lender the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any 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 on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver paper copies of any Compliance Certificate to the Administrative Agent upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower, as applicable, 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 Borrower hereby 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 Borrower hereunder (collectively, “Materials”) by posting the Materials on IntraLinks, Syndtrak, ClearPar or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Materials that may be distributed to the Public Lenders and that (w) all such 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 Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” The Administrative Agent and the Borrower acknowledge that no Materials will be marked “PUBLIC” other than publicly available information filed by the Loan Parties with the SEC.

Certificates; Other Information. Furnish to each of the Administrative Agent with copies for each Lender:Lenders: ------------------------------- (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 7.1(a), a certificate of the independent certified -------------- public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor they did not become aware of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 7.1(a) or (b), a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of Compliance Certificate executed by --------------- --- a Responsible Officer of the Borrower setting forth, in reasonable detail, and each of the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may beRestricted Subsidiaries; (dc) not later than 60 days after the end of each fiscal year without duplication of the Borrowerfinancial statements delivered pursuant to Section 7.1, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all ----------- financial statements and reports which the Borrower or Holdings sends to its stockholders; andall of the holders of the Senior Subordinated Notes, and within five days after the same are filed, copies of all financial statements and reports which the Borrower files with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (fd) promptly, such additional financial and other information as any Lender may from time to time reasonably request; (e) on or before the end of each fiscal year (and in any event within the month of December), (i) the budget for the Borrower and the Restricted Subsidiaries, prepared on a monthly basis (the "Budget"), for the next ------ succeeding fiscal year setting forth in satisfactory detail the projected revenues and expenses, including, without limitation, Capital Expenditures, broadcast cash flow, Corporate Overhead Expense, EBITDA, Fixed Charges, Funded Debt, and Consolidated Interest Expense and the underlying assumptions therefor and the latest quarterly Arbitron ratings for each Station showing the 12+ share of audience (as designated by Arbitron) and the Borrower's target demographic share of audience; (f) within 10 days of any changes thereto, supplements to Schedules --------- 5.14(a), 5.22(b), 5.23, 5.24, 5.25 and 5.27; and ------- ------- ---- ---- ---- ---- (g) on or before the 90th day after the end of each fiscal year of the Borrower, updated versions of the five year projections for the Borrower and the Restricted Subsidiaries delivered to the Administrative Agent pursuant to Section 6.1(l)(ii), setting forth in satisfactory detail the ------------------ changes to such financial projections and the underlying assumptions thereto.

Certificates; Other Information. Furnish The Company will ------------------------------- furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the each delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; Sections 6.01(a) and (b) concurrently with the delivery of the financial statements referred to in subsection 6.1), a certificate of a Responsible Officer stating that, to in the best form of such Officer's knowledge, during such period Exhibit E (i) no Subsidiary stating that such officer has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) showing in reasonable detail the financial covenants set forth calculations supporting such statement in subsection 7.1respect of Sections 7.01, as of such last day or for the fiscal period then ended, as the case may be7.02 and 7.03; (db) not later than 60 days after the end on or prior to February 28 of each fiscal year of the Borroweryear, a copy of the projections by the Borrower Company of the operating budget and cash flow budget of the Borrower Company and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on a reasonable basis and in good faith, it being understood that no representation or warranty shall be deemed to be made concerning the basis projections and budgets and the assumptions on which they were based, except that as of sound financial planning practice the date on which such projections and that budgets were generated, (i) they were based on the good faith assumptions of the management of the Company and (ii) such Officer has no reason assumptions were believed by such management to believe they are incorrect or misleading in any material respectbe reasonable; (ec) within five days promptly after the same are sent, copies of all financial statements and reports which the Borrower or Holdings Company sends to its stockholderscommon or preferred stockholders as a class, and promptly after the same are filed, copies of all regular, periodic and special reports which the Company may file with the Securities and Exchange Commission or any successor or analogous Governmental Authority; (d) if requested by the Administrative Agent or by any Lender through the Administrative Agent, promptly after the same is furnished to PBGC, copies of all information furnished by the Company, any Subsidiary or any Commonly Controlled Entity to PBGC, except, in each case, information furnished as to ordinary operational aspects of the business of the Company or any Subsidiary and not relating to any deviation by the Company or any Subsidiary from rules and regulations of PBGC; and (fe) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent with copies for each LenderAgent, in form and detail reasonably satisfactory to the Administrative Agent: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; Section 6.01(a) and (b) concurrently (commencing with the delivery of the financial statements referred to in subsection 6.1for the fiscal quarter ended June 30, a certificate of a Responsible Officer stating that2017), to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of duly completed Compliance Certificate signed by a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) a detailed reconciliation of such financial information for the Borrower and its Restricted Subsidiaries, on the one hand, and the Borrower’s Unrestricted Subsidiaries, on the other hand; provided, that, for the avoidance of doubt, any such reconciliation of the financial covenants set forth statements referred to in subsection 7.1Section 6.01(a) shall not be audited; (b) promptly after the same become publicly available, as copies of such last day all periodic and other reports, proxy statements and other materials filed by the Borrower with the SEC, or for any Governmental Authority succeeding to any or all of the fiscal period then endedfunctions of the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; (c) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request and which the Borrower determines, in its sole discretion, may be provided to a third- party without causing a breach of any law, rule, regulation or contractual obligation of the Borrower or any Subsidiary; (d) as soon as available, not later than 60 90 days after the end of each fiscal year of the Borrower, a copy of the summary projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared based on assumptions believed by the basis Borrower to be reasonable (it being understood that any such information is subject to significant uncertainties and contingencies, many of sound financial planning practice which are beyond the Borrower’s control, and that no assurance can be given that the future developments addressed in such Officer has no reason to believe they are incorrect or misleading in any material respect;information can be realized); and (e) within five days Business Days after delivering to the same ABL Agent(s) any borrowing base report, collateral valuation, perfection certificate, collateral certificate or other notice or information with respect to the ABL Priority Collateral or any other collateral securing the ABL Facility pursuant to the ABL Credit Documents, a copy of such borrowing base report, collateral valuation, perfection certificate, collateral certificate or other notice or information. Documents required to be delivered pursuant to clauses (a) and (b) of Section 6.01 or clause (b) of Section 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are sent, copies of all financial statements filed for public availability on the SEC’s Electronic Data Gathering and reports which the Borrower or Holdings sends to its stockholders; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably requestRetrieval System.

Certificates; Other Information. Furnish to the Administrative Agent (with copies a copy for each Lender:): (a) concurrently with the delivery of the financial statements referred to in subsection 6.17.1(a), a certificate of the independent certified public chartered accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 7.1(a) and 7.1(b), a certificate of a Responsible Officer of the Borrower, (i) stating that, to the best of such Officer's knowledge, the Borrower during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any such Subsidiary has been formed and satisfied every condition, contained in this Agreement and in the other Loan Documents to which it is a party to be observed, performed or acquiredsatisfied by it, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and (ii) setting forth (in reasonable detail) the calculations required to determine compliance with the covenants set forth in Section 8.1; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not no later than 60 30 days after the end of each fiscal year of filing thereof with the BorrowerSecurities and Exchange Commission or the Ontario Securities Commission or any successor or analogous Governmental Authority, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, final copies of all financial statements and material reports which and final copies of all filings made by Case Credit or the Borrower with such entities with respect to the sale of indebtedness of Case Credit or the Borrower to the public or with respect to any asset-backed receivables transaction entered into by the Borrower or Holdings sends any of its Subsidiaries (including, without limitation, registration statements, prospectuses, offering memoranda and amendments thereto); (d) promptly (but in any event no later than 10 days) after the same are sent to its stockholdersthe Case Credit Lenders, copies of the financial statements of Case Credit required to be delivered pursuant to Section 10.1 of the Case Credit Credit Agreement; provided that copies of such financial statements need not be delivered to any Lender which is also a Case Credit Lender; and (fe) promptly, such additional financial and other information as any Lender Lender, through the Administrative Agent may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for who will forward to each Lender (or, in the case of clause (e), to the relevant Lender:): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificatestatements; (b) concurrently with the delivery of the any financial statements referred pursuant to in subsection Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's ’s knowledge, each Loan Party during such period (i) no Subsidiary has been formed observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) in the case of quarterly or annual financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with Section 7.1 as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and for determining the Applicable Margin and (iii) a schedule in reasonable detail of positions under Hedge Agreements, if any; (c) concurrently with the delivery of any financial statements pursuant to subsection 6.1Section 6.1(a), a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of Parent and its Subsidiaries which are Group Members as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected operations and projected partners’ capital) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on good faith estimates, information and assumptions believed by the Responsible Officers of the Parent and the Borrower setting forth, to be reasonable at the time made and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may beany material respect; (d) as soon as available, but in any event not later than 60 days after the end of each fiscal year quarter of the BorrowerParent, a copy detailed report of throughput volumes and other operational results for the projections by the Borrower of the operating budget and cash flow budget last fiscal quarter of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer in form and substance acceptable to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholdersAdministrative Agent; and (fe) promptly, such additional financial and other information as any Lender may from time to time reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders, the Swing Line Lender and the Issuing Lenders materials and/or information provided by or on behalf of the 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 information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Swing Line Lender, the Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Parent or its securities for purposes of United States 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 10.16); (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 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.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. Furnish The Borrower shall furnish to the Administrative Agent with copies for each Lender:Lender (or, in the case of clause (c), to such Lender or, in the case of clause (d) and (e), to the Administrative Agent): (a) concurrently with the delivery of the any financial statements referred pursuant to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating thatSection 6.2, in performing their auditthe case of quarterly or annual financial statements, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (bi) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, that each Loan Party during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements terms of subsection 6.10 with respect thereto) this Agreement and (ii) the other Loan Documents to which it is a party, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; certificate (cand if such certificate specifies any Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the financial covenants set forth in subsection 7.1, provisions of this Agreement referred to therein as of such the last day or for of the fiscal period then endedquarter or fiscal year of the Borrower, as the case may be; (db) not as soon as available, and in any event no later than 60 sixty (60) days (or, in the case of the initial Projections delivered after the fiscal year ended December 31, 2005, ninety (90) days) after the end of each fiscal year of the Borrower, a copy of detailed consolidated budget for the projections by the Borrower of the operating budget and cash flow budget following fiscal year prepared on a quarterly basis (including a projected consolidated balance sheet of the Borrower and its Subsidiaries for as of the succeeding end of the following fiscal year, such projections to the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer to the effect stating that such projections have been Projections are prepared in good faith based on the basis of sound financial planning practice estimates, information and assumptions that such Responsible Officer has no reason believes to believe be reasonable at the time they are incorrect or misleading in any material respectprepared; (ec) within five days promptly after the same are sentrequest by any Lender, copies all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of all financial statements and reports which 2001, as amended (the Borrower or Holdings sends to its stockholders; and“USA PATRIOT Act”); (fd) promptlyas soon as reasonably practicable, such additional financial and other information relating to the then existing financial condition of the Borrower and its Restricted Subsidiaries as any Lender the Administrative Agent may from time to time reasonably request, subject to an agreed upon confidentiality provision or except where the disclosure of such information is prohibited by law or by regulatory requirement; and, (e) copies of compliance certificates in the form of Exhibit GG to the Participation Agreements constituting Facility Lease Documents required to be delivered thereunder, together with all information delivered pursuant to Exhibit Three to Exhibit F to the Plan of Reorganization that supports the calculations set forth in such compliance certificates, at the times such compliance certificates and information are required to be delivered under the Facility Lease Documents.

Certificates; Other Information. Furnish to the Administrative Agent with copies for and each Lender (or, in the case of clause (c), to the relevant Lender:): (a) concurrently with the delivery of the any financial statements referred pursuant to in subsection 6.1Section 5.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (bi) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's knowledge, the Borrower during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every condition, contained in this Agreement to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) in the case of quarterly or annual financial covenants set forth in subsection 7.1statements, a compliance certificate containing all information and calculations necessary for determining compliance with the provisions of Section 6.1 of this Agreement referred to therein as of such the last day or for of the fiscal period then endedquarter or fiscal year of the Borrower, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (eb) within five days after the same are sent, copies of all financial statements and reports which that the Borrower or Holdings sends to the holders of any class of its stockholdersdebt securities or public equity securities and, within five days after the same are filed, copies of all 10-Q's, 10-K's and 8-K's (if such 8-K relates to financial information pursuant to the Securities Exchange Act of 1934) that the Borrower may file with the SEC; and (fc) promptly, such additional financial and other information as any Lender may from time to time reasonably request. The delivery requirements of Sections 5.1 and 5.2 shall be deemed to be satisfied to the extent the Borrower gives the Administrative Agent notice (the Administrative Agent to give notice to the Lenders) of availability of public filings with the SEC which contain such required materials, or shall have made such materials available to the Administrative Agent and Lenders by posting on Intralinks, within the time periods specified therefor and satisfying the other requirements thereof, provided that, upon the request of the Administrative Agent or any Lender through the Administrative Agent, the Borrower shall provide paper copies of any materials required under Sections 5.1 and 5.2.

Certificates; Other Information. Furnish to the Administrative Agent with copies (for distribution to the other Agents and each Lender), or, in the case of clause (e), to the relevant Lender: (a) concurrently with the delivery of the any financial statements referred pursuant to in subsection Section 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (bi) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to (x) such financial statements fairly present in all material respects the best financial position, results of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, operations and cash flows of the Borrower has complied and its consolidated Subsidiaries in accordance with GAAP applied consistently throughout the requirements periods reflected therein (except for the absence of subsection 6.10 with respect theretofootnotes and subject to year-end audit adjustments) and (iiy) that such Responsible Officer has obtained no knowledge of any Default or Event of Default that has occurred and is continuing except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) in the case of quarterly or annual financial covenants set forth in subsection 7.1statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by the Borrower and its Subsidiaries with the provisions of Section 7.1 of this Agreement as of such the last day or for of the fiscal period then endedquarter or fiscal year of the Borrower, as the case may bebe and (y) any UCC financing statements or other filings specified in such Compliance Certificate as being required to be delivered therewith; (db) not as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Borrower, a copy of detailed consolidated budget for the projections by the Borrower of the operating budget and cash flow budget following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries for as of the succeeding end of the following fiscal year, such projections to and the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based upon assumptions which, in light of the circumstances under which they were made, are believed by the Borrower in good faith to be reasonable at the effect time made (it being understood that such projections have been prepared on the basis of sound financial planning practice by their nature are inherently uncertain and that such Officer has no reason to believe they are incorrect or misleading in any actual results may differ from the projected results by a material respectamount); (ec) within 50 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower and within 100 days after the end of the fourth quarterly period of each fiscal year of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year (provided that no such comparative information shall be required for any Projections covering the fiscal year ending December 2007 or any fiscal quarter in the fiscal year ending December 2007); provided that the information required pursuant to this clause (c) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower delivers to the Administrative Agent copies of the quarterly or annual (as applicable) financial statements and reports containing such information as filed by Holdings or the Borrower, as applicable, with the SEC; (d) within five days Business Days after the same are sent, copies of all financial statements and reports which that the Borrower or Holdings sends to the holders of any class of its stockholdersdebt securities or public equity securities and, within five Business Days after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC; and (fe) promptly, such additional financial and other information as any Lender may from time to time reasonably request; provided that in no event shall the Borrower or any Subsidiary be required to provide any documentation subject to attorney-client privilege, work product doctrine or other applicable legal privileges.

Certificates; Other Information. Furnish to the Administrative Agent with copies for and to each Lenderof the Lenders: (a) concurrently with the delivery of the financial statements referred to in subsection 6.15.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 7.1(a) and (b), a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 7.9 with respect thereto) and (ii) the Borrower has observed or performed all of its covenants (and setting forth the calculations used to determine compliance with the covenants set forth in subsection 8.1) and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to be observed, performed or satisfied by it, and that such Officer officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days Business Days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports, if any, which the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (d) promptly upon receipt thereof, copies of all reports and management letters submitted to the Borrower or any Subsidiary by independent public accountants in connection with any interim or special audit of the books or operations of the Borrower or such Subsidiary made by such accountants; (e) together with any Reserve Report delivered pursuant to subsection 4.9, a schedule identifying as of the last day of the fiscal period for which the financial statements are delivered or as of the date of delivery of such Reserve Report, as the case may be, each commodity fixed price contract having a term longer than one year then in effect as to which the Borrower or any of its Subsidiaries is bound which provides for payments during any year of such contract of $1,000,000 or more, and setting forth the names of the parties thereto and of any guarantees thereof, and the volumes attributable to each such contract; and (f) promptly, such additional financial and other information concerning the Borrower and its Subsidiaries as any Lender (acting through the Administrative Agent) may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lenderor otherwise make available as described in the last sentence of subsection 7.2: (a) concurrently with the delivery of the consolidated financial statements referred to in subsection 6.17.1(a), a certificate of letter from the independent certified public accountants reporting on such financial statements stating that, that in performing making the examination necessary to express their audit, opinion on such financial statements nothing came to their attention that caused to cause them to believe that the Borrower failed to comply with the terms, covenants, provisions or conditions of subsection 7.18.1 insofar as they relate to financial and accounting matters (subject to customary qualifications), except as specified in such certificateletter; provided, that this delivery shall not be required if such accountants do not provide such letters generally; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 7.1(a) and 7.1(b), a certificate of a the Responsible Officer of the Borrower (i) stating that, to the best of such Officer's officer’s knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) showing in detail as of the end of the related fiscal period the figures and calculations supporting such statement in respect of subsection 8.1 and (iii) in the case of financial statements under subsection 7.1(a), beginning with the financial statements for the fiscal year ending December 31, 2012, setting forth reasonably detailed calculations of Excess Cash Flow; (c) promptly upon receipt thereof, copies of all final reports submitted to the Borrower by independent certified public accountants in connection with each annual, interim or special audit of the books of the Borrower made by such accountants, including any final comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements and all regular and periodic reports and all final registration statements and final prospectuses, if any, filed by Parent or any of its Restricted Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Authority succeeding to any of its functions; (e) concurrently with the delivery of the financial statements pursuant referred to subsection 6.1in subsections 7.1(a) and 7.1(b), a certificate of a Responsible Officer management summary describing and analyzing the performance of the Borrower setting forthand its Subsidiaries during the periods covered by such financial statements; provided, in reasonable detailhowever, that such management summary need not be furnished so long as Parent or the computationsBorrower is a reporting company under the Securities Exchange Act of 1934, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may beamended; (df) not later than 60 concurrently with the delivery of the consolidated financial statements referred to in subsection 7.1(a), but in any event within 90 days after the end beginning of each fiscal year of the BorrowerBorrower to which such budget relates, a copy of the projections by the Borrower of the an annual operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal yearSubsidiaries, such projections to be accompanied by on a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectconsolidated basis; (eg) within five days after promptly following any request by the same are sentAdministrative Agent therefor, copies of all financial statements any documents or notices described in Sections 101(k) or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the Loan Parties or their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of an applicable Multiemployer Plan, then Borrower shall cause the Loan Parties and/or their ERISA Affiliates to promptly make a request for such documents or notices from the administrator or sponsor of such Multiemployer Plan and reports which the Borrower or Holdings sends to its stockholdersshall provide copies of such documents and notices promptly after receipt thereof; and (fh) promptly, such additional financial and other information as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. The requirements of subsections 7.1 and 7.2 above shall be deemed to be satisfied if Parent or the Borrower shall have made such materials available to the Administrative Agent, including by electronic transmission, within the time periods specified therefor and pursuant to procedures approved by the Administrative Agent, or by filing such materials by electronic transmission with the Securities and Exchange Commission, in which case “delivery” of such statements for purposes of subsections 7.2(a) and 7.1(b) shall mean making such statements available in such fashion.

Certificates; Other Information. Furnish to the Administrative Agent Agent, in form and detail acceptable to Agent, with sufficient copies for each Lender, the following documents: (a) concurrently Concurrently with the delivery of the financial statements referred to described in subsection 6.1Sections 7.1(a) and 7.1(b) of this Agreement for each fiscal year-end and fiscal quarter-end, a certificate of the independent certified public accountants reporting on such financial statements stating thatrespectively, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of Covenant Compliance Report duly executed by a Responsible Officer of the Borrower setting forthRepresentative, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) Backlog Report, and (iii) Percent Completion Report, in each case in form satisfactory to Agent; (b) Within thirty (30) days after and as of the most recent month-end or more frequently as reasonably requested by the Agent or the Majority Revolving Credit Lenders, a Borrowing Base Certificate executed by a Responsible Officer of the Borrower Representative; (c) Promptly upon receipt thereof, copies of all significant reports submitted by the Credit Parties’ firm(s) of certified public accountants in connection with each annual, interim or special audit or review of any type of the financial covenants set forth statements or related internal control systems of the Credit Parties made by such accountants, including any comment letter submitted by such accountants to management in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may beconnection with their services; (d) Any financial reports, statements, press releases, other material information or written notices delivered to the holders of the Subordinated Debt pursuant to any applicable Subordinated Debt Documents (to the extent not later than 60 otherwise required hereunder), as and when delivered to such Persons; (e) Within sixty (60) days after the end of each fiscal year Fiscal Year, projections for the Credit Parties for the next succeeding Fiscal Year, on a quarterly basis and for the following Fiscal Year on an annual basis, including a balance sheet, as at the end of each relevant period and for the period commencing at the beginning of the BorrowerFiscal Year and ending on the last day of such relevant period, such projections certified by a copy of the projections by the Borrower of the operating budget and cash flow budget Responsible Officer of the Borrower Representative as being based on reasonable estimates and its Subsidiaries for the succeeding fiscal year, such projections assumptions taking into account all facts and information known (or reasonably available to be accompanied any Credit Party) by a certificate of a Responsible Officer to of the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectBorrower Representative; (ef) within five Within thirty (30) days after and as of the same are sentend of each month, including the last month of each Fiscal Year, or more frequently as requested by the Agent or the Majority Revolving Credit Lenders (i) the monthly aging of the accounts receivable and accounts payable of the Credit Parties, and (ii) an inventory report, in each case in form satisfactory to Agent; (g) Promptly upon receipt thereof, copies of all financial statements any due diligence materials and reports information obtained by any Credit Party with respect to any Subcontractors and the entering into agreements with such Subcontractors, as to which the Borrower or Holdings sends Credit Parties expect to its stockholdersreceive at least $2,500,000 in aggregate payments; and (fh) promptly, such Such additional financial and and/or other information as Agent or any Lender may from time to time reasonably request, promptly following such request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent with copies for each LenderAgent: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 6.01(a), a certificate of the its independent certified public accountants reporting on certifying such financial statements and stating thatthat in making the examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth herein or, in performing their auditif any such Default shall exist, nothing came to their attention that caused them to believe that stating the Borrower failed to comply with the provisions nature and status of subsection 7.1, except as specified in such certificateevent; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect theretoSections 6.01(a) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1b), a certificate of duly completed Compliance Certificate signed by a Responsible Financial Officer of the Borrower setting forth(which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes), which Compliance Certificate shall, with respect to any fiscal quarter (a “Material Unrestricted Subsidiary Quarter”) in which, as of the last day thereof, Unrestricted Subsidiaries collectively (i) have total assets exceeding 5% of the total assets of the Borrower and its Subsidiaries, determined in accordance with GAAP or (ii) generate more than 5% of Consolidated EBITDA for the four fiscal quarter period ending on such date, set forth a reasonably detailed reconciliation of each of the components reflected in such calculation, as well as of Consolidated Net Tangible Assets, to the corresponding consolidated amounts set forth in the financial statements, in form and substance reasonably satisfactory to the Administrative Agent, together with, for any Material Unrestricted Subsidiary Quarter, consolidating statements of income or operations, changes in partners’ capital, retained earnings and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, all in reasonable detail, such consolidating statements to be certified by a Financial Officer of the computations, Borrower as applicable, of (i) the Debt Ratio and (ii) fairly presenting the financial covenants set forth in subsection 7.1condition, as results of such last day or for the fiscal period then endedoperations, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrowerpartners’ capital, a copy of the projections by the Borrower of the operating budget retained earnings and cash flow budget flows of the Borrower and its Subsidiaries for in accordance with GAAP, subject only to normal year-end audit adjustments and the succeeding fiscal yearabsence of footnotes; (c) promptly after any reasonable request by the Administrative Agent or any Lender, such projections 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 any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Restricted Subsidiaries, or any audit of any of them; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders, partners or members (or the equivalent of any thereof) of any Loan Party, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any of its Subsidiaries 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 accompanied by a certificate of a Responsible Officer delivered to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectAdministrative Agent pursuant hereto; (e) within five days promptly after the same are sentfurnishing thereof, copies of all financial statements any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other event that could materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse Effect and reports which not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; (f) as soon as available, but in any event within 30 days after each annual renewal of the applicable insurance policies, a certificate summarizing the insurance coverage (specifying type, amount and carrier) in effect for the Borrower and its Restricted Subsidiaries and such additional information regarding such insurance coverage as the Administrative Agent, or Holdings sends any Lender through the Administrative Agent, may reasonably specify; (g) promptly, and in any event within 15 days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other material inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; (h) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Restricted Subsidiaries with any Environmental Law or Environmental Permit or any action, investigation or proceeding relating to its stockholdersHazardous Materials that could (i) reasonably be expected to have a Material Adverse Effect or (ii) cause any property described in the Mortgages to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that would materially interfere with or adversely impact the use of the affected property in the Business; (i) if the Borrower elects to have a Specified Acquisition Period apply with respect to a Specified Acquisition, written notice of such election within 30 days of the consummation of the Specified Acquisition; (j) promptly, upon the exercise of any accordion feature or other increase to the amount of any other Applicable Secured Indebtedness, notice thereof; and (fk) promptly, such additional financial and other information regarding the business, financial, legal or corporate affairs of any Loan Party or any Restricted Subsidiary thereof, or compliance with the terms of the Loan Documents, as any Lender the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any 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 on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver paper copies of any Compliance Certificate to the Administrative Agent upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower, as applicable, 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 Borrower hereby 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 Borrower hereunder (collectively, “Materials”) by posting the Materials on IntraLinks, Syndtrak, ClearPar or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Materials that may be distributed to the Public Lenders and that (w) all such 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 Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” The Administrative Agent and the Borrower acknowledge that no Materials will be marked “PUBLIC” other than publicly available information filed by the Loan Parties with the SEC.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the consolidated financial statements referred to in subsection 6.16.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 6.1(a) and (b), a certificate of a Responsible Officer ("COMPLIANCE CERTIFICATE") stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 6.9 with respect thereto) and ), (ii) the Borrower has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to be observed, performed or satisfied by it, (iii) the Borrower has set forth in reasonable detail any and all calculations necessary to show compliance with all of the financial condition covenants set forth in subsections 7.1, including, without limitation, calculations and reconciliations, if any, necessary to show compliance with such financial condition covenants on the basis of GAAP consistent with those utilized in preparing the audited financial statements referred to in subsection 6.1, and (iv) that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant prior to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (ed) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports which the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; and (fe) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for delivery to each Lender:Lender (and the Administrative Agent agrees to make and so deliver such copies): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate[reserved]; (b) concurrently with the delivery of the financial statements and reports referred to in subsection 6.1subsections 6.1(a) and (b), a certificate of signed by a Responsible Officer of the Borrower (a “Compliance Certificate”) (i) stating that, to the best of such Responsible Officer's ’s knowledge, the Borrower and its Subsidiaries during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every condition, contained in this Agreement or the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except Default, except, in each case, as specified in such certificate, (ii) setting forth a reasonably detailed calculation of the Consolidated First Lien Leverage Ratio for the Most Recent Four Quarter Period (whether or not the financial covenant in subsection 7.10 is required to be tested) and (iii) with respect to any Compliance Certificate delivered with the financial statements required by subsection 6.1(a), if the Consolidated First Lien Leverage Ratio as of the last day of the immediately preceding fiscal year was greater than or equal to the Consolidated First Lien Leverage Ratio that would cause the ECF Percentage to be greater than 0%, setting forth in reasonable detail the amount of (and the calculations required to establish the amount of) Excess Cash Flow for the respective fiscal year covered by such financial statements; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be[reserved]; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days Business Days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholderspublic security holders, and within five Business Days after the same are filed, copies of all financial statements and periodic reports which the Borrower may file with the SEC or any successor or analogous Governmental Authority; (e) within five Business Days after the same are filed, copies of all registration statements and any amendments and exhibits thereto, which the Borrower may file with the SEC or any successor or analogous Governmental Authority , and such other documents or instruments as may be reasonably requested by the Administrative Agent in connection therewith; and (f) promptlywith reasonable promptness, such additional information (financial and other information or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time. Documents required to be delivered pursuant to subsection 6.1 or this subsection 6.2 may at the Borrower’s option be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 6.2 (or such other website address as the Borrower may specify by written notice to the Administrative Agent from time reasonably requestto time); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). Following the electronic delivery of any such documents by posting such documents to a website in accordance with the preceding sentence (other than the posting by the Borrower of any such documents on any website maintained for or sponsored by the Administrative Agent), the Borrower shall promptly provide the Administrative Agent notice of such delivery (which notice may be by facsimile or electronic mail) and the electronic location at which such documents may be accessed; provided that, in the absence of bad faith, the failure to provide such prompt notice shall not constitute a Default hereunder.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lenderdistribution to the Lenders: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 5.1(a) and 5.1(b) above, a certificate of a Responsible Officer substantially in the form of Schedule 5.2(b) (each, a “Compliance Certificate”) stating thatthat (i) such financial statements present fairly the financial position of the Borrower and its Consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a consistent basis, to (ii) each of the best of such Officer's knowledge, Credit Parties during such period (i) no Subsidiary has been formed observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any such Subsidiary has been formed and satisfied in all material respects every condition, contained in this Credit Agreement to be observed, performed or acquiredsatisfied by it, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (iiiii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and including calculations in reasonable detail required to determine the current Applicable Percentages and to indicate compliance with Section 5.9 as of the last day of such period; (c) concurrently with within thirty (30) days after the delivery same are sent, copies of financial statements all reports (other than those otherwise provided pursuant to subsection 6.1, a certificate Section 5.1 and those which are of a Responsible Officer of promotional nature) and other financial information which the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may besends to its shareholders; (d) not later than 60 within ninety (90) days after the end of each fiscal year of the Borrower, a copy certificate containing information regarding (i) the calculation of Excess Cash Flow and (ii) the projections by amount of all Asset Dispositions, Debt Issuances, and Equity Issuances that were made during the Borrower of prior fiscal year and amounts received in connection with any Recovery Event during the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding prior fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after promptly upon receipt thereof, a copy or summary of any other report, or “management letter” submitted or presented by independent accountants to the same are sentBorrower or any of its Subsidiaries in connection with any annual, interim or special audit of the books of such Person; (f) promptly upon their becoming available, copies of (i) all financial press releases and other statements made available generally by the Credit Parties to the public concerning material developments in the business of the Credit Parties and reports their Subsidiaries and (ii) any non-routine correspondence or official notices received by the Credit Parties or any of their Subsidiaries from any Governmental Authority which regulates the Borrower or Holdings sends to its stockholders; andoperations of the Credit Parties and their Subsidiaries; (fg) promptly, such additional financial and other information as the Administrative Agent, on behalf of any Lender Lender, may from time to time reasonably request; (h) concurrently with the delivery of the financial statements referred to in Section 5.1(b) above, the Borrower shall provide to the Administrative Agent a supplement to Schedule 3.16 setting forth a complete and correct list of all Intellectual Property owned by or licensed to the Credit Parties or any of their Subsidiaries that (i) is not set forth in Schedule 3.16, or (ii) has not been set forth in any supplement to Schedule 3.16 previously furnished by the Borrower to the Administrative Agent pursuant to this Section 5.2(h). Documents required to be delivered pursuant to Section 5.1(a) or Section 5.1(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date received by the Administrative Agent by electronic mail with all relevant attachments. The Administrative Agent may post such documents on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request until a written request to cease delivering paper copies is given by the Administrative Agent. Notwithstanding anything contained herein, (A) the Borrower shall be entitled to deliver the Compliance Certificate required by Section 5.2(b) by electronic mail and if so delivered shall be deemed to have been delivered on the date received by the Administrative Agent by electronic mail with all relevant attachments, and (B) whether or not delivery of any Compliance Certificate required by Section 5.2(b) is effected pursuant to the preceding clause (A), the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 5.2(b) to the Administrative Agent.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.15.1(a), a certificate of the Borrower’s independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary for certifying such financial statements no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificatespecifically indicated; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 5.1(a) and 5.1(b), a certificate of a Responsible Officer of the Borrower (each a “Compliance Certificate”) showing in detail the calculations demonstrating compliance with the financial covenants set forth in Section 6.1, together with a certificate of a Responsible Officer of the Borrower stating that, to that each of the best of such Officer's knowledge, Borrower and its Subsidiaries during such period (i) no Subsidiary has been formed or acquired (orkept, if any such Subsidiary has been formed or acquiredobserved, performed and fulfilled each and every covenant and condition contained in this Agreement, the Borrower has complied with Revolver Note and the requirements of subsection 6.10 with respect thereto) other Loan Documents to which it is a party and (ii) that such Officer officer has obtained no knowledge of any Default or Event of Default except as specified in specifically indicated; if the Compliance Certificate shall indicate that such certificateofficer has obtained knowledge of a Default or Event of Default, such Compliance Certificate shall state what efforts the Borrower is making to cure such Default or Event of Default; (c) concurrently with the delivery of the annual or quarterly financial statements pursuant referred to subsection 6.1in subsections 5.1(a) and 5.1(b), sufficient financial information to permit the Lender to calculate Adjusted EBITDA and Modified EBITDA, including with respect to any Person who has (or whose assets have) been acquired in a certificate of Permitted Acquisition and who is (or whose assets have been) owned for less than four (4) full fiscal quarters, calculations on a Responsible Officer quarterly basis of the Borrower setting forth, in reasonable detail, the computations, as applicable, of EBITDA attributable to such Person (ior such assets) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal applicable period then ended, as the case may beprior to such acquisition; (d) not later than 60 days after the end of each fiscal year of promptly upon their becoming available to the Borrower, any reports, including management letters, submitted to the Borrower by its independent accountants in connection with any annual, interim or special audit; and (e) promptly following the execution thereof, a copy of the projections any letter of intent executed by the Borrower or any of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate in respect of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports proposed acquisition for which the Borrower proposed aggregate consideration paid (including payments under any non-compete arrangements and assumption of debt) is $5,000,000 or Holdings sends to its stockholders; andmore; (f) promptly, such additional financial and other information as any the Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent with copies for each LenderAgent, in form and detail reasonably satisfactory to the Administrative Agent: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 6.01(a), a certificate of the its independent certified public accountants reporting on such financial statements stating that, that in performing their audit, audit nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1financial covenant set forth in Section 7.11, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect theretoSection 6.01(a) and (iib) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently commencing with the delivery of the financial statements pursuant to subsection 6.1for the fiscal quarter ended June 30, 2017), (i) a certificate of duly completed Compliance Certificate signed by a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) a reconciliation of such financial statements for the Borrower and its Restricted Subsidiaries; provided, that, for the avoidance of doubt, any such reconciliation of the financial covenants set forth statements referred to in subsection 7.1Section 6.01(a) shall not be audited; (c) promptly after the same are available, as copies of such last day each annual report, proxy or for financial statement or other report or communication sent to the fiscal period then endedstockholders of the Borrower, as and copies of all annual, regular, periodic and special reports and registration statements which the case Borrower may befile 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 the Administrative Agent pursuant hereto; (d) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; and (e) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the summary projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared based on assumptions believed by the Borrower to be reasonable (it being understood that any such information is subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that the future developments addressed in such information can be realized). Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any 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 on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; date (ei) within five days after the same are sent, copies of all financial statements and reports on which the Borrower posts such documents, or Holdings sends provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval system. The Borrower hereby acknowledges that (a) the Administrative 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 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 information with respect to the Borrower or its stockholderssecurities) (each, a “Public Lender”). The Borrower hereby agrees that so long as 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 (a) all 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; and (fb) promptlyby marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, such additional financial the Arrangers, the L/C Issuer and other the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); and (c) all Borrower Materials marked “PUBLIC” or not marked as containing material non-public information are permitted to be made available through a portion of the Platform designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall not be under any Lender may from time obligation to time reasonably requestxxxx the Borrower Materials “PUBLIC” or as containing material non-public information. In connection with the foregoing, each party hereto acknowledges and agrees that the foregoing provisions are not in derogation of their confidentiality obligations under Section 10.07.

Certificates; Other Information. Furnish Deliver to the Administrative Agent with copies for prompt further distribution to each Lender: (a) concurrently (i) together with the each delivery of the financial statements referred pursuant to in subsection 6.1subsections 4.1(a)and 4.1(b), a certificate Narrative Report, and (ii) together with each delivery of financial statements pursuant to subsections 4.1(a), 4.1(b) and 4.1(c), a report setting forth in comparative form the corresponding figures for the corresponding periods of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificateprevious Fiscal Year; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 4.1(a) and 4.1(b) above, a certificate fully and properly completed Compliance Certificate in the form of Exhibit 4.2(b), certified by a Responsible Officer stating that, to of the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificateBorrower; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not no later than 60 sixty (60) days after the end last day of each fiscal year Fiscal Year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow reasonably detailed annual budget of the Borrower and its Subsidiaries for the succeeding fiscal yearnext Fiscal Year on a month by month basis (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of projected cash flow and projected income for such Fiscal Year and a summary of the material underlying assumptions applicable thereto) (collectively, such projections to the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer to the effect stating that such projections Projections have been prepared in good faith on the basis of sound financial planning practice the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood that actual results may vary from such Projections and that such variations may be material; (d) together with each delivery of any financial statement for any Fiscal Year pursuant to subsection 4.1(a), each certified as complete and correct by a Responsible Officer has no reason to believe they are incorrect or misleading in of the Borrower, a reasonably detailed summary of all material insurance coverage maintained as of the date thereof by any material respectCredit Party; (e) within five thirty (30) days after the same are sentend of each month, copies deliver to the Agents an aged schedule of all the accounts of the Borrower, listing the name and amount due from each account debtor and showing the aggregate amounts due from (i) 0-30 days, (ii) 31-60 days, (iii) 61-90 days and (iv) more than 90 days, and certified as accurate by the Borrower’s treasurer or chief financial statements officer; (f) prior to an IPO only, promptly when available, and reports which in any event, within sixty (60) days after the end of each Fiscal Quarter (commencing with the first Fiscal Quarter ending after the Closing Date), a copy of each Independent Actuarial Report with respect to certain Commission Receivables (including, for the avoidance of doubt, Commission Receivables arising from the senior, automobile and home segments of the Borrower’s business) of the Borrower or Holdings sends to and its stockholdersSubsidiaries; and (fg) promptly, such additional financial business, financial, corporate affairs, perfection certificate and other information as any Lender the Administrative Agent or Revolver Agent may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender:(which shall promptly furnish to the Lenders): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 6.1(a) and (b), (i) a certificate of duly completed Compliance Certificate signed by a Responsible Officer (A) stating that, to the best of such Responsible Officer's ’s knowledge, during such period (i) no Subsidiary has been formed or acquired (orDefault exists, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (B) containing a computation of each of the financial ratios and restrictions set forth in Section 7.1; and (C) describing in reasonable detail any material change in accounting policies or financial reporting practices by the Borrower or any Restricted Subsidiary and (ii) a listing for each Investment Firm of its aggregate assets under management as of the end of the period covered by such financial statements; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sentfiled, copies of all financial statements and reports which the Borrower may make to, or Holdings sends file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (d) within five Business Days after the consummation of any Acquisition of a new Investment Firm for which more than $150,000,000 in aggregate consideration was paid (including any non-cash consideration), (A) copies of the most recent audited (and, if later, or, if audited statements are not available, unaudited) financial statements of the Investment Firm which is the subject of such Acquisition, (B) copies of the purchase agreement or other acquisition document (including any Revenue Sharing Agreement) executed or to be executed by the Borrower or any Restricted Subsidiary in connection with such Acquisition, (C) an unaudited pro forma consolidated balance sheet of the Borrower and its stockholdersRestricted Subsidiaries as at a recent date but prepared as though the closing of such Acquisition had occurred on or prior to such date and related pro forma calculations, indicating compliance on a pro forma basis as at such date and for the periods then ended with the financial covenants set forth in Section 7.1 and (D) a copy of the most recent Form ADV, if any, filed under the Investment Advisers Act in respect to any Investment Firm which is the subject of such Acquisition; (e) concurrently with the delivery of the financial statements referred to in Sections 6.1(a) and (b), with respect to the consummation of any Acquisition during the most recently ended fiscal quarter of a new Investment Firm for which more than $50,000,000 but less than $150,000,000 in aggregate consideration was paid (including any non-cash consideration), (A) copies of the most recent audited (and, if later, or, if audited statements are not available, unaudited) financial statements of the Investment Firm which is the subject of such Acquisition, (B) copies of the purchase agreement or other acquisition document (including any Revenue Sharing Agreement) executed or to be executed by the Borrower or any Restricted Subsidiary in connection with such Acquisition, (C) an unaudited pro forma consolidated balance sheet of the Borrower and its Restricted Subsidiaries as at a recent date but prepared as though the closing of such Acquisition had occurred on or prior to such date and related pro forma calculations, indicating compliance on a pro forma basis as at such date and for the periods then ended with the financial covenants set forth in Section 7.1 and (D) a copy of the most recent Form ADV, if any, filed under the Investment Advisers Act in respect to any Investment Firm which is the subject of such Acquisition; (f) concurrently with the delivery of the financial statements referred to in Sections 6.1(a) and (b), notice of the consummation of any Acquisition for which less than $50,000,000 in aggregate consideration was paid (including any non-cash consideration); (g) concurrently with the delivery of the financial statements referred to in Sections 6.1(a) and (b), notice of the consummation of any Acquisition of additional Capital Stock of an existing Investment Firm during the most recently ended fiscal quarter; (h) on (i) any date on which Feline Prides II Senior Notes are exchanged for, or refinanced or replaced by, Indebtedness that meets the requirements of Section 7.2(g) and (ii) the date on which the Leverage Ratio is measured pursuant to Section 7.1(b)(ii), a Compliance Certificate (which shall include a computation of the Leverage Ratio as of such date (after giving effect to any such exchange, refinancing or replacement of Feline Prides II Senior Notes on such date); and (fi) promptly, such additional financial and other information and documents (including a copy of any debt instrument, security agreement or other material contract to which the Borrower or any Subsidiary may be party) as any Lender may may, through the Administrative Agent, from time to time reasonably request. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(c) (to the extent any 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 on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed on Schedule 10.2; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or a website sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and immediately following such notification the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.2(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have 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 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 Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered with the Securities and Exchange Commission or is actively contemplating issuing any such securities (w) all 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 Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute information subject to the confidentiality provisions in Section 10.15, they shall be treated as set forth in Section 10.15); (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 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 Investor.” Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. Furnish Deliver to the Administrative Agent with copies for and each Lender, in form and detail reasonably satisfactory to the Administrative Agent: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 6.01(a), (i) a certificate of the independent certified public accountants reporting on Registered Public Accounting Firm certifying such financial statements and stating thatthat in making the examination necessary therefor no knowledge was obtained of any Default or, in performing their auditif any such Default shall exist, nothing came stating the nature and status of such event (which certificate may be limited to their attention that caused them to believe that the Borrower failed to comply extent required by accounting rules, guidelines or practices), (ii) setting forth reasonably detailed calculations demonstrating compliance with the provisions financial covenants contained in Section 7.09 and (iii) stating whether any change in GAAP or in the application thereof which is material in any respect to KKR Financial’s financial statements has occurred since the date of subsection 7.1the Audited Financial Statements and, except as specified in if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 6.01(a) and 6.01(b), a certificate duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificateBorrowers; (c) concurrently as soon as available and in any event not later than the 20th Business Day of the calendar month following each monthly accounting period (ending on the last day of each calendar month) of the Borrowers, a Borrowing Base Report as at the last day of such accounting period; (d) promptly but no later than five Business Days after any date on which a Borrower grants a Lien on assets in connection with the delivery incurrence of financial statements Indebtedness (including, for avoidance of doubt, any issuance of secured bonds or issuance of notes in connection with a CLO), a Borrowing Base Report as of the date of the incurrence of such Indebtedness; (e) promptly but no later than five Business Days after any Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Report as at the date any Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date such Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than two Business Days prior to the date the Borrowing Base Report is delivered pursuant to subsection 6.1this paragraph; (f) on a monthly basis or as otherwise approved by the Administrative Agent, a certificate an update as to the Value of a Responsible Officer all Eligible Specified Financial Assets contained in the Borrowing Base; provided that during any period in which, and for so long as, Availability is equal to an amount that is less than 10% of the Borrower setting forthBorrowing Base, in reasonable detailsuch updates as to Value shall be delivered on a weekly basis; (g) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the computationsstockholders of KKR Financial, and copies of all annual, regular, periodic and special reports and registration statements which KKR Financial 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 the Administrative Agent pursuant hereto; and (h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrowers, or compliance with the terms of this Agreement, as applicablethe Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or 6.01(b) or Section 6.02(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, of shall be deemed to have been delivered on the date (i) on which KKR Financial posts such documents, or provides a link thereto on KKR Financial’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on KKR Financial’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) the Debt Ratio Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the financial covenants Borrowers shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers 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 Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers 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 KKR Financial or its securities) (each, a “Public Lender”). Each of the Borrowers hereby agrees that (w) all 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 Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or any securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; Section 10.07); (dy) not later than 60 days after the end of each fiscal year all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Borrower, Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a copy portion of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect Platform other than that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably requestis designated “Public Investor.”

Certificates; Other Information. Furnish Deliver to the Administrative Agent with copies for each LenderAgent, in form and detail reasonably satisfactory to the Administrative Agent: (a) (i) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 6.01(a), 6.01(b) and 6.01(c), (i) a certificate duly completed Compliance Certificate signed by a Responsible Officer of the independent certified public accountants reporting on such financial statements stating that, Lead Borrower (to be furnished even if a Covenant Compliance Event is not then in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; effect) and (bii) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 6.01(a) and 6.01(b), a certificate copy of a Responsible Officer stating that, management’s discussion and analysis with respect to such financial statements. In the best event of any change in GAAP used in the preparation of such Officer's knowledgefinancial statements, during the Lead Borrower shall also provide a statement of reconciliation conforming such period financial statements to GAAP; (ib) no Subsidiary has been formed or acquired on the 15th day of each Fiscal Period (or, if any such Subsidiary day is not a Business Day, on the next succeeding Business Day), a Borrowing Base Certificate showing the Borrowing Base as of the close of business as of the last day of the immediately preceding Fiscal Period, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the Lead Borrower; provided that, upon the occurrence and during the continuance of an Accelerated Borrowing Base Delivery Event, such Borrowing Base Certificate shall be delivered on Thursday of each week (or, if Thursday is not a Business Day or if such week has been formed a holiday on a Monday, Tuesday, Wednesday or acquiredThursday, on the Borrower has complied with next succeeding Business Day), as of the requirements close of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatebusiness on the immediately preceding Saturday; (c) concurrently promptly upon receipt, copies of any material detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by its Registered Public Accounting Firm in connection with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer accounts or books of the Borrower setting forthLoan Parties or any Subsidiary, in reasonable detail, the computations, as applicable, or any audit of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as any of such last day or for the fiscal period then ended, as the case may bethem; (d) not later than 60 days promptly after the end same are available, copies of each fiscal year annual report, proxy or financial statement or other report or communication sent to the shareholders of the BorrowerLoan Parties and copies of all annual, a copy regular, periodic and special reports and registration statements which any Loan Party may file or be required to file with the SEC under Sections 13 or 15(d) of the projections by the Borrower Securities Exchange Act of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect 1934 or misleading in with any material respectnational securities exchange; (e) within five days the financial and collateral reports described on Schedule 6.02 hereto, at the times set forth in such Schedule; (f) promptly after the same are sentavailable, but in any event within thirty (30) days (or such other later date as agreed by the Administrative Agent) prior to the expiry of the then existing insurance policies certificates evidencing renewal of all insurance policies required to be maintained pursuant hereto; (g) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all each notice or other correspondence received from any Governmental Authority (including, without limitation, the SEC (or comparable agency in any applicable non-U.S. jurisdiction)) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding material financial statements and reports which the Borrower or Holdings sends other operational results of any Loan Party or any Subsidiary thereof or any other matter which, if adversely determined, would reasonably be expected to its stockholdershave a Material Adverse Effect; and (fh) promptly, such additional information regarding the business affairs, financial and other information condition or operations of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender (upon request to the Administrative Agent) may from time to time reasonably request. Documents required to be delivered pursuant to Sections 6.01(a), (b), (c) or (d) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are provided to the Administrative Agent for posting on the Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Lead Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Lead Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery 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 Administrative Agent and/or the Arrangers may make available to the Lenders and the L/C Issuer 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 so long as any Loan Party 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 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 Administrative Agent, the 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 or their securities for purposes of United States 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”; and (z) the Administrative Agent 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.”

Certificates; Other Information. Furnish to the Administrative Agent Agent, in form and detail acceptable to the Agent, with sufficient copies for each Lender, the following documents: (a) concurrently Promptly upon receipt thereof, copies of all significant reports submitted by the Credit Parties’ firm(s) of certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Credit Parties made by such accountants, including any comment letter submitted by such accountants to management in connection with their services; (b) Any financial reports, statements, press releases, other material information or written notices delivered to the Senior Agent, the Senior Lenders or the holders of the Subordinated Debt pursuant to any Senior Loan Documents or any applicable Subordinated Debt Documents (to the extent not otherwise required hereunder), as and when delivered to such Persons (including, without limitation, any compliance certificate (or similar report) delivered pursuant to the Senior Credit Agreement); (c) Solely to the extent requested in writing by the Agent at least sixty (60) days prior to the end of any Fiscal Year (or such shorter period agreed by the Borrower), withinWithin sixty (60) days after the end of such Fiscal Year, projections for the Credit Parties for the Fiscal Year then in progress, with the projections presented on a quarterly basis, including a balance sheet, as at the end of each relevant period and for the period commencing at the beginning of the Fiscal Year and ending on the last day of such relevant period, such projections approved by the Borrower’s board of directors and certified by a Responsible Officer of the Borrower as being believed to be reasonable estimates and assumptions taking into account all facts and information known by a Responsible Officer of the Borrower; (d) Simultaneously with the delivery of the financial statements referred to in subsection of the Credit Parties required by Section 6.1, if, as a certificate result of any change in accounting principles and policies from those used in the preparation of the independent certified public accountants reporting on Financial Statements, the Consolidated financial statements of the Borrower delivered pursuant to Section 6.1 will differ from the Consolidated financial statements that would have been delivered pursuant to such Section had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements stating thatafter such change, one or more statements of reconciliation for all such prior financial statements in performing their auditform and substance satisfactory to the Agent; (e) Any additional information as required by any Loan Document, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1and such additional schedules, except as specified in such certificate; (b) concurrently with the delivery certificates and reports respecting all or any of the financial statements referred Collateral, the items or amounts received by the Credit Parties in full or partial payment thereof, and any goods (the sale or lease of which shall have given rise to in subsection 6.1, a certificate any of a Responsible Officer stating that, to the best Collateral) possession of such Officer's knowledge, during such period (i) no Subsidiary which has been formed or acquired (orobtained by the Credit Parties, if all to such extent as the Agent may reasonably request from time to time, any such Subsidiary has been formed schedule, certificate or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) report to be certified as true and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified correct in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of all material respects by a Responsible Officer of the Borrower setting forthapplicable Credit Party and shall be in such form and detail as the Agent may reasonably specify; (f) Promptly upon the Agent’s request, in reasonable detaila report of the cash account balances of the Credit Parties, confirming the computations, as applicable, of (i) Credit Parties’ compliance with the Debt Ratio and (ii) the financial covenants covenant set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; Section 7.14; and (dg) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders; and (f) promptly, such Such additional financial and and/or other information as the Agent or any Lender may from time to time reasonably request, promptly following such request.

Certificates; Other Information. Furnish The Company shall deliver to (x) in the case of the following clauses (a) through (c), the Fourth Restatement Holders and to the Administrative Collateral Agent with copies (for each Lenderdistribution to the Holders who are not Fourth Restatement Holders) and (y) in the case of the following clause (d), the Holders (who constitute Majority Holders) who have made such written request: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1clauses (i) and (ii) of Section 7.1(a), a compliance certificate in substantially the same form as set forth in Exhibit D (each, a “Compliance Certificate”), under which a Responsible Officer certifies on behalf of the independent certified public accountants reporting on such financial statements stating Credit Parties that, in performing their auditto such Responsible Officer’s knowledge after due inquiry, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions no Default or Event of subsection 7.1Default has occurred and is continuing, except as specified in such certificate, and as to the Company’s compliance with the financial covenant set forth in Section 7.19(a) (it being understood and agreed that such Compliance Certificate shall include a summary of the pro forma adjustments (if any) necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements); (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days promptly after the same are sent, copies of all financial statements and other formal written reports and written communications, in each case, which the Borrower or Holdings Company sends to at least a majority of its stockholdersholders of its Equity Interests (solely in their capacities as holders of such Equity Interests) to the extent not publicly filed and available or not expected to be publicly filed or available, as part of the Company Public Disclosure Record, provided that, if such financial statements and such other written reports and written communications are not in fact made publicly available within thirty (30) days of delivery to such holders of such Credit Party’s Equity Interests, then the Company shall deliver such financial statements, written reports and written communications to the Fourth Restatement Holders and to the Collateral Agent (for distribution to the other Holders); (c) together with each delivery of financial statements pursuant to Section 7.1(a), a management report, in reasonable detail, signed by a Responsible Officer of the Company, describing the operations and financial condition of the Company and its Subsidiaries for the Fiscal Quarter then ended (or for the Fiscal Year then ended in the case of annual financial statements); provided that, the obligations in this clause (c) may be satisfied by the Company’s management discussion and analysis (or that of any direct or indirect parent of the Company, as applicable) Form 10-K or 10-Q, as applicable, filed with the Commission, or a publicly available earnings call of the Company (or of any direct or indirect parent thereof, as applicable); and (fd) promptly, such additional financial business, financial, corporate (or other organizational) and other information as any Lender the Majority Holders may from time to time reasonably request, in writing and in good faith, within a reasonable period after receipt by the Company of such written request, taking into account the nature of the request; provided that the Company shall not be required to provide any information (i) pertaining to non-financial trade secrets or non-financial proprietary information of any Person, (ii) in respect of which disclosure is prohibited by applicable Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product, or (iv) in respect of which a Credit Party or any Subsidiary thereof owes confidentiality obligations to any third party; provided, further, that, the Company shall not be required to provide the requested information if the applicable Holders making such request do not provide their notice information (including email addresses) in the applicable written request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for delivery to the Co-Collateral Agent and each Lender:Lender (and the Administrative Agent agrees to make and so deliver such copies): (a) during the continuation of a Liquidity Event, concurrently with the delivery of the financial statements referred to in subsection 6.1Section 7.1(a), a certificate or report of the independent certified public accountants reporting on such financial statements stating that, that in performing making the audit necessary therefor no knowledge was obtained of any Default or Event of Default under Section 8.1 insofar as the same relates to any financial accounting matters covered by their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificatecertificate or report (which certificate or report may be limited in accordance with accounting rules or guidelines or internal policy of the independent certified public accountants)); (b) concurrently with the delivery of the financial statements and reports referred to in subsection 6.1Sections 7.1(a) and 7.1(b), a certificate of signed by a Responsible Officer of each of Holdings and the Parent Borrower (i) stating that, to the best of such Responsible Officer's ’s knowledge, each of Holdings, the Parent Borrower and their respective Subsidiaries during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every condition, contained in this Agreement or the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except Default, except, in each case, as specified in such certificate, and (ii) setting forth the calculations required to determine compliance (if such compliance is at the time required) with all covenants set forth in Section 8.1 (in the case of a certificate furnished with the financial statements referred to in Sections 7.1(a) and (b)); (c) concurrently with the delivery of financial statements pursuant to subsection 6.1as soon as available, a certificate of a Responsible Officer of the Borrower setting forth, but in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) any event not later than 60 days the fifth Business Day following the 120th day after the end beginning of fiscal year 2011 of the Parent Borrower, and the 90th day after the beginning of each fiscal year of the BorrowerParent Borrower thereafter, a copy of the projections annual business plan by the Parent Borrower of the projected operating budget (including an annual consolidated balance sheet, income statement and statement of cash flow budget flows of the Parent Borrower and its Subsidiaries for Subsidiaries) and including segment information consistent with customary past practices of the succeeding fiscal yearParent Borrower, such projections practices subject to such adjustments as are reasonable in the good faith determination of the Parent Borrower, each such business plan to be accompanied by a certificate of a Responsible Officer of the Parent Borrower to the effect that such Responsible Officer believes such projections to have been prepared on the basis of sound reasonable assumptions at the time of preparation and delivery thereof; (d) within five Business Days after the same are filed, copies of all financial planning practice statements and that such Officer has no reason to believe they are incorrect periodic reports which Holdings, the Parent Borrower or misleading in HERC may file with the Securities and Exchange Commission or any material respectsuccessor or analogous Governmental Authority; (e) within five days Business Days after the same are sentfiled, copies of all financial registration statements and reports any amendments and exhibits thereto, which Holdings, the Parent Borrower or Holdings sends to its stockholdersHERC may file with the Securities and Exchange Commission or any successor or analogous Governmental Authority; and (f) not later than 5:00 P.M. (New York time) on or before the tenth Business Day of each Fiscal Period of HERC and the Parent Borrower and its Subsidiaries (or (i) more frequently as the Parent Borrower may elect or (ii) upon the occurrence and continuance of a Specified Default or a Liquidity Event after a request by the Administrative Agent or the Co-Collateral Agent, not later than Wednesday of each week), a Borrowing Base Certificate, which shall be prepared as of the last Business Day of the preceding Fiscal Period of HERC and the Parent Borrower and its Subsidiaries (or (x) such other applicable date in the case of clause (i) above or (y) the previous Friday in the case of clause (ii) above) in the case of each subsequent Borrowing Base Certificate. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent or the Co-Collateral Agent; (g) promptly, such additional financial and other information as the Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent, the Co-Collateral Agent or any Lender may from time to time reasonably request; and (h) (x) copies of borrowing notices with respect to the incurrence by any Loan Party of Indebtedness described in clause (f) of the definitions of “Canadian Borrowing Base” and “U.S. Borrowing Base” and (y) promptly after the incurrence of any Incremental Indebtedness or the designation of any Loan Party as an Unrestricted Subsidiary, a Borrowing Base Certificate. Documents required to be delivered pursuant to Section 7.1 or 7.2 may at the Parent Borrower’s option be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower posts such documents, or provides a link thereto on the Parent Borrower’s (or Holdings’ or any Parent Entity’s) website on the Internet at the website address listed on Schedule 7.2 (or such other website address as the Parent Borrower may specify by written notice to the Administrative Agent from time to time); or (ii) on which such documents are posted on the Parent Borrower’s (or Holdings’ or any Parent Entity’s) behalf on an Internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Certificates; Other Information. Furnish Deliver to the Administrative Agent with copies for (who will make such documents available to each Lender), in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 6.01(a) and (b), (i) a certificate duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the independent certified public accountants reporting on Borrower (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) and (ii) a report signed by a Responsible Officer of the Borrower that supplements Schedule 5.13 such financial statements stating that, as supplemented, such Schedule would be accurate and complete in performing their auditall material respects as of the last day of the period covered by the Compliance Certificate described in the foregoing clause (i) (provided that if no supplement is required to cause such Schedule to be accurate and complete in all material respects as of such date, nothing came to their attention that caused them to believe that then the Borrower failed shall not be required to comply with the provisions of subsection 7.1, except as specified in deliver such certificatea report); (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect theretoSections 6.01(a) and (ii) such Officer has obtained no knowledge of b), for any Default or Event of Default except as specified period in such certificate; (c) concurrently with the delivery of which there exist any Unrestricted Subsidiaries, unaudited consolidating financial statements reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such financial statements delivered pursuant to subsection 6.1Section 6.01(a) or (b), a certificate of as applicable, all in reasonable detail and certified by a Responsible Officer of the Borrower setting forth, as fairly presenting in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) all material respects the financial covenants set forth condition, results of operations, comprehensive income, shareholders’ equity and cash flows of the Borrower and its Restricted Subsidiaries in subsection 7.1accordance with GAAP, as subject only to normal year-end audit adjustments and the absence of such last day footnotes; (c) promptly after the same are available, copies of each annual report, proxy or for financial statement or other report or communication sent to the fiscal period then endedstockholders of the Borrower, as and copies of all annual, regular, periodic and special reports and registration statements which 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 under any other applicable securities Laws, and in any case may benot otherwise required to be delivered to the Administrative Agent pursuant hereto; (d) not later than 60 days after the end of each fiscal year of the Borrowerpromptly following any request therefor, a copy of the projections provide information and documentation reasonably requested by the Borrower 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 operating budget PATRIOT Act and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholdersBeneficial Ownership Regulation; and (fe) promptly, such additional information regarding the business, financial and other information or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any 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 on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are available on the website of the SEC at xxxx://xxx.xxx.xxx, or are posted on the Borrower’s behalf on another Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that, in the case of documents that are not available on xxxx://xxx.xxx.xxx or xxxxx://xxx.xxxxx.xxx, (x) the Borrower shall deliver paper copies (which may include .pdf files) of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or each Arranger may, but shall not be obligated to, make available to the Lenders and any L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (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 Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 9.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 9.1(a) and (b), (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's knowledge, during such period (i) no Subsidiary the Company has been formed observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every condition, contained in this Agreement and the other Loan Documents to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; certificate and (cii) concurrently with the delivery of financial statements pursuant to subsection 6.1, a compliance certificate of a Responsible Officer containing all information necessary, or reasonably requested by the General Administrative Agent, for determining compliance by the Company and its Subsidiaries with the provisions of Section 10 of this Agreement as of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for of the fiscal period then endedquarter or fiscal year of the Company, as the case may be; (dc) not later than 60 days after prior to the end of each fiscal year of the BorrowerCompany, a copy of the projections by the Borrower Company of the operating budget and cash flow budget of the Borrower Company and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Responsible Officer has no reason to believe they are incorrect or misleading in any material respect; (ed) within five days after the same are sent, copies of all financial statements and reports which the Borrower Company or Holdings sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports which the Company or Holdings may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority (including, but not limited to, each Exchange Offer Document); and (fe) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefore no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 5.1(a), (b) and (c), a certificate of a Responsible Officer of the Borrower (i) stating that, to the best of such Responsible Officer's knowledge, the Borrower during such period (i) no Subsidiary has been formed observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any such Subsidiary has been formed or acquiredand satisfied every condition, contained in this Agreement, the Borrower has complied with Notes and the requirements of subsection 6.10 with respect thereto) other Loan Documents to which it is a party to be observed, performed or satisfied by it, and (ii) that such Responsible Officer has obtained no knowledge of any Default or Event of Default except Default, except, in each case, as specified in such certificatecertificate and (ii) setting forth the calculations required to determine compliance with the covenants set forth in Section 6.13; (c) concurrently promptly upon their becoming available, copies of all registration statements and regular periodic reports, if any, that the Borrower shall have filed with the Securities and Exchange Commission (or any Governmental Authority which succeeds to the powers and functions thereof) or any national securities exchange; (d) promptly following the delivery thereof to the Borrower or to the Board of Directors or management of the Borrower, a copy of any management letter or report by independent public accountants with respect to the financial statements pursuant condition, operations, business or prospects of each of the Borrower and its Subsidiaries; (e) a bi-monthly a report on the status of the Borrower's prepetition liabilities; (f) on the Wednesday of each week following the Closing Date, (i) a Weekly Reporting Certificate for the previous week, in the form attached as Exhibit G or otherwise in a form reasonably satisfactory to subsection 6.1the Lender, accompanied by a certificate of a Responsible Officer of the Borrower setting forthstating that such Weekly Reporting Certificate is based upon information that is accurate to the best knowledge of such Responsible Officer and that such Responsible Officer has no reason to believe that the information set forth therein are incorrect or misleading in any material respect, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) a rolling 90 day weekly forecast, (iii) a comparison of actual cash flows for the financial covenants preceding week to the cash flows forecasted in the Business Plan for such week showing the variance, if any, of the actual cash flows from the Business Plan, with an explanation of any significant variance, (iv) a comparison of actual cash flows for the preceding week to the cash flows as set forth in subsection 7.1the previous week's Weekly Reporting Certificate, as (v) a comparison of actual cumulative cash flows to the cash flows forecasted in the Business Plan for such last day or for period showing the fiscal period then endedvariance, as the case may be; (d) not later than 60 days after the end of each fiscal year if any, of the Borroweractual cash flows from the Business Plan, a copy with an explanation of any significant variance to the projections Business Plan and (vi) the aggregate number of persons employed by the Borrower as of the operating budget and cash flow budget close of business on the Borrower and its Subsidiaries for the succeeding fiscal yearpreceding Friday, such projections to be accompanied by a certificate of a Responsible Officer of the Borrower stating that such forecast and reconciliations described in clauses (iv) and (v) are based upon reasonable estimates and assumptions and information that is accurate to the effect that best knowledge of such projections have been prepared on the basis of sound financial planning practice Responsible Officer and that such Responsible Officer has no reason to believe they that such forecast and reconciliations are incorrect or misleading in any material respectrespect . Each of the Weekly Reporting Certificates shall have been approved by the Financial Advisor; (eg) within five days to counsel to the Lender, promptly after the same are sentis available, copies of all pleadings, motions, applications, judicial information, financial statements information and reports which other documents filed by or on behalf of the Borrower with the Bankruptcy Court or Holdings sends the United States Trustee in the Case, or distributed by or on behalf of the Borrower to its stockholdersany official committee appointed in the Case; and (fh) promptlypromptly upon request, such additional financial and other information (financial or otherwise, including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed by the Borrower or any Commonly Controlled Entity under ERISA) as any Lender may from time to time be reasonably requestrequested by the Lender.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each LenderLender and Agent: (a) concurrently with within five (5) Business Days after the delivery posting on the SEC's website of the each financial statements statement referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such 6.1 (a) above and each financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements statement referred to in subsection 6.16.1(b) above, a certificate of a Responsible Officer of Borrower (in the form of Exhibit F attached hereto or such other form as shall be reasonably acceptable to each Lender and Agent) stated to have been made after due examination by such Responsible Officer (i) stating that, to the best of such Officerofficer's knowledge, Borrower and each of the Guarantors during such period (i) no Subsidiary has been formed observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any and satisfied every condition contained in this Agreement and the Notes to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) showing in detail the calculations supporting such statement in respect of subsections 6.9, 6.10, 6.11, 6.15, 7.1, 7.5, 7.6(b), 7.6(e)-(g) and 7.13 hereof, and (iii) to the extent not previously disclosed in writing to the Agent, an update of Schedules 3 and 4 hereto with respect to the formation or acquisition of any Guarantor, Non-Guarantor Subsidiary or Financial Subsidiary; (b) not later than March 31 of each year, comprehensive projections for that year, setting forth projected income and cash flow for each quarter of that year, and the projected balance sheet as of the end of each quarter of that year, together with a summary of the assumptions upon which such projections are based and a certificate in the form of Exhibit G hereto of the chief financial officer, the controller, the treasurer or the chief accounting officer of Borrower with respect to such projections; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days promptly after the same are sent, copies of all financial statements statements, reports and reports notices which the Borrower or Holdings any Guarantor sends to its stockholdersstockholders as stockholders and, so long as Borrower is a reporting company under the Securities Exchange Act of 1934, promptly after the same are filed, copies of all financial statements which Borrower may make to, or file with, and copies of all material notices it receives from, the Securities and Exchange Commission or any public body succeeding to any or all of the functions of the Securities and Exchange Commission; (d) promptly upon receipt thereof, copies of all final reports submitted to Borrower by independent certified public accountants in connection with each annual, interim or special audit of the books of Borrower or any Guarantor made by such accountants, including without limitation any final comment letter submitted by such accountants to management in connection with their annual audit; and (fe) promptly, on reasonable notice to Borrower, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish The Company shall cause to be delivered to the Administrative Agent, in form and detail satisfactory to the Administrative Agent with copies (for each Lender:prompt distribution by the Administrative Agent to the Banks): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1REFERRED TO IN SECTION 6.1(A), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1REFERRED TO IN SECTIONS 6.1(A) AND 6.1(B), a compliance certificate of a Responsible Officer A RESPONSIBLE OFFICIAL, SUBSTANTIALLY IN THE FORM OF EXHIBIT "G", stating that, to the best of such Officerofficer's knowledge, the Company during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and in the Notes to be observed, performed or satisfied by it (i) no Subsidiary has been formed or acquired (orAND CONTAINING CALCULATIONS DEMONSTRATING COMPLIANCE WITH SECTIONS 7.1 THROUGH 7.6 and such other financial information as requested by the Administrative Agent), if any and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 100 days after the end of each fiscal year of the BorrowerCompany, a copy of the projections by the Borrower Company of the operating budget and cash flow budget of the Borrower Company and its Subsidiaries for the succeeding two fiscal yearyears and the projected consolidated balance sheet of the Company and its Subsidiaries as at the end of such succeeding fiscal years, such projections to be accompanied by a certificate of a Responsible Officer Official to the effect that while such projections have been prepared on the basis of sound financial planning practice and that such Officer officer has no reason to believe they such projections are incorrect or misleading in any material respect, such projections are based upon assumptions that may not materialize or may change adversely due to factors related to the Company's business or industry, and unanticipated events and circumstances may occur subsequent to the date of such projections, such that the actual results achieved may vary from such projections, and such variations may be material, and that the Company is under no obligation to update such projections; (ed) within five promptly upon their becoming available, but in any event no later than ten days after the same are sent, copies of all financial statements, reports, notices and proxy statements and reports which sent or made available generally by the Borrower or Holdings sends Company to its stockholders, or by any Restricted Subsidiary of the Company to its stockholders (other than the Company or any Subsidiary of the Company), of all regular and periodic reports and all registration statements (excluding exhibits thereto and Registration Statements on Form S-8) and prospectuses, if any, filed by the Company or any of its Restricted Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any successor or analogous Governmental Authority; andand all press releases and other statements made available generally by the Company or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Company and any of its Restricted Subsidiaries; (fe) promptly, such additional financial and other information as any Lender Bank may from time to time reasonably request; (f) as soon as practicable, but in no event later than 55 days after the end of each fiscal quarter, a Borrowing Base Certificate certifying in reasonable detail the Borrowing Base as of the last day of such fiscal quarter, which certificate shall be complete and correct as of the date thereof; and (g) concurrently with the delivery of the financial statements REFERRED TO IN SECTIONS 6.1(A) AND 6.1(B), the financial information SET FORTH ON SCHEDULE 6.2(G) hereto.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lenderor otherwise make available as described in the last sentence of subsection 7.2: (a) concurrently with the delivery of the consolidated financial statements referred to in subsection 6.17.1(a), a certificate of letter from the independent certified public accountants reporting on such financial statements stating that, that in performing making the examination necessary to express their audit, opinion on such financial statements nothing came to their attention that caused to cause them to believe that the Borrower failed to comply with the terms, covenants, provisions or conditions of subsection 7.18.1 insofar as they relate to financial and accounting matters (subject to customary qualifications), except as specified in such certificateletter; provided, that this delivery shall not be required if such accountants do not provide such letters generally; (b) concurrently with the within five (5) Business Days following delivery of the financial statements referred to in subsection 6.1subsections 7.1(a) and 7.1(b), a certificate of a the Responsible Officer of the Borrower (i) stating that, to the best of such Officer's officer’s knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) showing in detail as of the end of the related fiscal period the figures and calculations supporting such statement in respect of subsection 8.1 and (iii) in the case of financial statements under subsection 7.1(a), beginning with the financial statements for the fiscal year ending December 31, 2013, setting forth reasonably detailed calculations of Excess Cash Flow; (c) promptly upon receipt thereof, copies of all final reports submitted to the Borrower by independent certified public accountants in connection with each annual, interim or special audit of the books of the Borrower made by such accountants, including any final comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements and all regular and periodic reports and all final registration statements and final prospectuses, if any, filed by Parent or any of its Restricted Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Authority succeeding to any of its functions; (e) concurrently with the delivery of the financial statements pursuant referred to subsection 6.1in subsections 7.1(a) and 7.1(b), a certificate of a Responsible Officer management summary describing and analyzing the performance of the Borrower setting forthand its Subsidiaries during the periods covered by such financial statements; provided, in reasonable detailhowever, that such management summary need not be furnished so long as Parent or the computationsBorrower is a reporting company under the Securities Exchange Act of 1934, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may beamended; (df) not later than 60 concurrently with the delivery of the consolidated financial statements referred to in subsection 7.1(a), but in any event within 90 days after the end beginning of each fiscal year of the BorrowerBorrower to which such budget relates, a copy of the projections by the Borrower of the an annual operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal yearSubsidiaries, such projections to be accompanied by on a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectconsolidated basis; (eg) within five days after promptly following any request by the same are sentAdministrative Agent therefor, copies of all financial statements any documents or notices described in Sections 101(k) or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the Loan Parties or their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of an applicable Multiemployer Plan, then Borrower shall cause the Loan Parties and/or their ERISA Affiliates to promptly make a request for such documents or notices from the administrator or sponsor of such Multiemployer Plan and reports which the Borrower or Holdings sends to its stockholdersshall provide copies of such documents and notices promptly after receipt thereof; and (fh) promptly, such additional financial and other information as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. The requirements of subsections 7.1 and 7.2 above shall be deemed to be satisfied if Parent or the Borrower shall have made such materials available to the Administrative Agent, including by electronic transmission, within the time periods specified therefor and pursuant to procedures approved by the Administrative Agent, or by filing such materials by electronic transmission with the Securities and Exchange Commission, in which case “delivery” of such statements for purposes of subsections 7.2(a) and 7.1(b) shall mean making such statements available in such fashion.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 9.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 9.1(a) and (b), a certificate of a Responsible Officer (i) stating that, to the best of such Officer's knowledge, the Borrower during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its material covenants and other agreements, if any such Subsidiary has been formed and satisfied every material condition, contained in this Agreement and the other Loan Documents to be observed, performed or acquiredsatisfied by it, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and (ii) showing in reasonable detail the calculations supporting such Officer's certification of the Borrower's compliance with the requirements of Section 10.1 (a) through 10.1(e); (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end last Business Day of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect. The parties hereto acknowledge that all such projections are based on various facts and assumptions which the Borrower believes are reasonable, but there can be no assurance that such facts or assumptions will materialize as anticipated, and the actual results may vary materially from such projections; (ed) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports which the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (e) during the month of January in each calendar year, a report of a reputable insurance broker with respect to the insurance maintained by the Borrower and its Subsidiaries in accordance with Section 9.5 of this Agreement and such supplemental reports as the Administrative Agent may from time to time reasonably request; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.16.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply such form (if any) as may be consistent with the provisions then general practice of subsection 7.1such accountants stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 6.1(a) and (b), a certificate of a Responsible Officer (a "Pricing Certificate") (i) stating that, to the best of such Responsible Officer's knowledgeknowledge except as specified in such certificate, each of the Company, its Subsidiaries and TWP Capital II during such period (i) no Subsidiary has been formed have observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every condition, contained in this Agreement and the other Loan Documents to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified Default, (ii) including calculations and information demonstrating in reasonable detail whether or not the Borrowers have complied with the requirements of subsections 7.1, 7.2(e). 7.3(h), 7.6(b) and (e), 7.7, 7.8, 7.9 and 7.10(d) and (e) and (iii) describing in reasonable detail any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, in each case which are not reflected in such certificatefinancial statements; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 thirty days after prior to the end of each fiscal year of the BorrowerCompany, a copy of the projections by the Borrower Company of the operating budget and cash flow budget of the Borrower Company and its consolidated Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice reasonable assumptions and that such Responsible Officer has no reason to believe they are incorrect or misleading in any material respectrespect and by a written management discussion, in reasonable detail, of such assumptions; (d) promptly upon receipt thereof, copies of all final reports submitted to the Company by independent certified public accountants in connection with each annual, interim or special financial audit of the books of the Company and its consolidated Subsidiaries made by such accountants, including, without limitation, any final comment letter submitted by such accountants to management in connection with their annual audit; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings Company sends to its stockholderspartners, and within five days after the same are filed, copies of all financial statements and reports which the Company may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.15.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 5.1(a) and (b), a certificate of a Responsible Officer stating that, that to the best of such Responsible Officer's knowledge, the Borrower during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every condition, contained in this Agreement and the other Loan Documents to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 thirty days after prior to the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Responsible Officer has no reason to believe they are incorrect or misleading in any material respect; (ed) within five days after the same are sent, copies of all financial statements which the Borrower sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports which the Borrower may make to, or Holdings sends to its stockholdersfile with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; and (fe) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish The Company shall furnish to the Administrative Agent Agent, with sufficient copies for each Lender: (a) concurrently together with the each delivery of the financial statements referred of the Company and its Subsidiaries pursuant to in subsection 6.1Sections 7.01(a) and (b) above, a certificate Compliance Certificate of the independent certified public accountants reporting on chief financial officer, treasurer, or controller of the Company (i) stating that such officer has reviewed the terms of the Loan Documents and has made, or has caused to be made under his supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the accounting period covered by such financial statements stating that, in performing their audit, nothing came to their attention and that caused them to believe that such review has not disclosed the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge existence of any Default or Event of Default except during or at the end of such accounting period and that such officer does not have knowledge of the existence, as specified in at the date of such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) any Default or Event of Default, or, if he does have knowledge that a Default or an Event of Default existed or exists, specifying the Debt Ratio nature and period of existence thereof and what action the Company has taken, is taking, or proposes to take with respect thereto; and (ii) setting forth the calculations required to establish whether the Company was in compliance with each of the financial covenants set forth in subsection 7.1, as Section 8.05 and each of the other provisions of this Agreement on the date of such last day financial statements; (b) [Reserved;] (c) together with each delivery of financial statements of the Company and its Subsidiaries pursuant to Sections 7.01(a) and (b) above, a Compliance Certificate of the chief financial officer or for controller of the fiscal period then endedCompany setting forth the Leverage Ratio, with reasonable detail as to the case may becalculation thereof; (d) not later than 60 if reasonably requested by the Administrative Agent, within 90 days after the end of each fiscal year of the BorrowerFiscal Year, a copy of the projections by the Borrower of the an operating budget and cash flow budget of projections for the Borrower Company and its Subsidiaries for the succeeding fiscal yearnext Fiscal Year, such projections to be accompanied by which shall include a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice balance sheet, income statement and that such Officer has no reason to believe they are incorrect or misleading in any material respectoperating cash flow statement; (e) within five days after together with each delivery of the quarterly financial statements of the Company and its Subsidiaries pursuant to Sections 7.01(a) and 7.01(b), a schedule of the backlog of the contracts of the Company and its Subsidiaries for the subject Fiscal Quarter, in the same are sentform as then prepared for the internal use of the Company and its Subsidiaries; (f) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements and reports which sent or made available by the Borrower or Holdings sends Company to its stockholderssecurity holders, all registration statements (other than the exhibits thereto) and annual, quarterly or monthly reports, if any, filed by the Company with the SEC and all press releases by the Company concerning material developments in the business of the Company; and (fg) promptlypromptly after the Borrower has notified the Administrative Agent of any intention by any Borrower to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form. Reports required to be delivered pursuant to Sections 7.01(a), 7.01(b) or 7.02(f) (to the extent any such additional financial statements, reports or proxy statements are included in materials otherwise filed with the SEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Company posts such reports, or provides a link thereto, either: (i) on the Company’s website on the Internet at the website address listed on Schedule 11.02; (ii) when such report is posted electronically on IntraLinks/IntraAgency or other relevant website which each Lender and the Administrative Agent have access to (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any, on the Company’s behalf; or (iii) when such report is filed electronically with the SEC’s XXXXX system; provided that: (x) the Company shall deliver paper copies of such reports to the Administrative Agent or any Lender who requests the Company to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender; (y) the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such reports and immediately following such notification the Company shall provide to the Administrative Agent, by electronic mail, electronic versions (i.e., soft copies) of such reports ; and (z) in every instance the Company shall provide paper copies of the Compliance Certificates required by subsections (a) and (c) above to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the reports referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such reports. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and each Issuing Lender materials and/or information provided by or on behalf of such 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 have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Subsidiaries, 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 Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger, each Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States 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;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Lender may from time Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, no Borrower shall be under any obligation to time reasonably requestxxxx any Borrower Materials “PUBLIC”.

Certificates; Other Information. Furnish to the Administrative Agent with copies for and each Lenderof the Lenders: (a) concurrently with promptly upon their becoming available, to the delivery extent not available by electronic means, copies of the financial all registration statements referred to in subsection 6.1and regular periodic reports, a certificate of the independent certified public accountants reporting on such financial statements stating thatif any, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply shall have filed with the provisions of subsection 7.1, except as specified in such certificateSEC or any national securities exchange; (b) concurrently with promptly upon mailing thereof to the delivery shareholders of the Borrower generally, copies of all financial statements, reports and proxy statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificateso mailed; (c) concurrently with at the delivery time it furnishes each set of financial statements pursuant to subsection 6.1Sections 5.1(a) and 5.1(b) above, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) certifying that (A) each of the Debt Ratio Credit Parties and its Subsidiaries during such period observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained in this Agreement to be observed, performed or satisfied by it and (B) no Default or Event of Default has occurred and is continuing (or, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action that the Borrower has taken or proposes to take with respect thereto), (ii) the financial covenants set setting forth in subsection 7.1reasonable detail the computations necessary to determine whether the Credit Parties are in compliance with Section 5.9 hereof as of the end of the respective quarterly fiscal period or fiscal year and (iii) the information on SCHEDULE 3.12, SCHEDULE 3.16, SCHEDULE 3.19 and SCHEDULE 3.25 is updated to be true and correct as of such last day or for the fiscal period then ended, as the case may bedate; (d) within thirty (30) days after the same are sent, to the extent not later available by electronic or other readily accessible means, copies of all reports (other than 60 those otherwise provided pursuant to Section 5.1 and those which are of a promotional nature) and other financial information which the Borrower sends to its stockholders, and within thirty days after the same are filed, copies of all financial statements and non-confidential 77 reports which the Borrower may make to, or file with the Securities and Exchange Commission or any successor or analogous Governmental Authority; (e) within ninety (90) days after the end of each fiscal year of the Borrower, a copy certificate containing information regarding the amount of the projections by the Borrower of the operating budget all Asset Dispositions, Debt Issuances, and cash flow budget of the Borrower Equity Issuances that were made during such prior fiscal year and its Subsidiaries for the succeeding amounts received in connection with any Recovery Event during such prior fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders; and (f) promptly, such additional financial and other information as any Lender may from time to time such other information regarding the financial condition, operations, business or prospects of the Borrower or any of its Subsidiaries (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA) as any Lender or the Administrative Agent may reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for (who shall promptly furnish to each Lender) or, in the case of clause (g), to the relevant Lender: (a) concurrently promptly upon the request of the Administrative Agent, in connection with the delivery of the any financial statements referred or other information pursuant to in subsection 6.1Section 6.1 or this Section 6.2, a certificate confirmation of whether such statements or information contains any Private Lender Information. The Borrowers and each Lender acknowledge that certain of the independent certified Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public accountants reporting information with respect to the Borrowers, Holdings, their respective Subsidiaries or their securities) (the “Public Lenders”) and, if documents or notices required to be delivered pursuant to Section 6.1 or this Section 6.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Borrower Representative has indicated contains Private Lender Information shall not be posted on that portion of the Platform designated for such financial statements stating thatpublic-side Lenders, in performing provided that if Borrower Representative has not indicated whether a document or notice delivered pursuant to Section 6.1 or this Section 6.2 contains Private Lender Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrowers, Holdings, their audit, nothing came to respective Subsidiaries or their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificaterespective securities; (b) [reserved]; (c) concurrently with the delivery of the any financial statements referred pursuant to in subsection Section 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any an Officer’s Certificate of Borrower Representative stating that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) (x) a Compliance Certificate containing all information and calculations reasonably necessary for determining the Applicable Margin and, to the extent that a Financial Compliance Date occurred on the last day of the period covered by such financial statements, compliance by UK Holdco with the provisions of Section 7.1 of this Agreement as of the last day of the fiscal quarter or fiscal year of UK Holdco, as the case may be (and, with respect to each annual financial statement commencing with the annual financial statements for the fiscal year of UK Holdco ending December 31, 2020, the amount, if any, of Excess Cash Flow for such fiscal year together with the calculation thereof in reasonable detail), and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party, and (iii) certifying a list of names of all Unrestricted Subsidiaries (if any) (or certifying as to any changes to such list since the delivery of the last such certificate) and that each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary; (cd) concurrently [reserved]; (e) simultaneously with the delivery of each set of consolidated financial statements pursuant referred to subsection 6.1in Sections 6.1(a) and (b) above, a certificate of a Responsible Officer narrative discussion and analysis of the Borrower setting forthfinancial condition and results of operations of UK Holdco and its Restricted Subsidiaries for such fiscal quarter or fiscal year, as applicable, and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter (or for the entire such fiscal year most recently ended in reasonable detailthe case of such discussion and analysis given after the end of such fiscal year), as compared to the computationscomparable periods of the previous year (provided that delivery within the time periods specified above of copies of the Quarterly Report on Form 10-Q or Foreign Private Issuer Report on Form 6-K and Annual Report on Form 10-K or 20-F, as applicable, of UK Holdco (ior any direct or indirect parent company thereof) filed with the Debt Ratio and SEC (ii) or the financial covenants equivalent documents filed with a comparable agency in any applicable non-U.S. jurisdiction, provided such documents contain substantially the same scope of information as would be set forth in subsection 7.1, as equivalent U.S. documents) shall be deemed to satisfy the requirements of such last day or for the fiscal period then ended, as the case may bethis Section 6.2(e)); (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies (for distribution to each Lender:): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate[Reserved]; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1above, a certificate of from a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer's ’s knowledge, the Borrower and each of its Material Subsidiaries during such period (i) no Subsidiary has been formed observed or acquired (orperformed in all material respects all of its material covenants and other agreements, if any such Subsidiary has been formed and satisfied every condition contained in this Agreement and the Security Documents to be observed, performed or acquiredsatisfied by it, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and showing in detail the calculations supporting such statement in respect of subsections 6.9 and 6.10; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1as soon as available, a certificate of a Responsible Officer of the Borrower setting forth, and in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not any event no later than 60 90 days after the end of each fiscal year of the Borrower, a copy of consolidated budget for the projections by the Borrower of the operating budget and cash flow budget following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries for as of the succeeding end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer to the effect stating that such projections have been Projections were prepared on in good faith based upon assumptions believed to be reasonable at the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respecttime; (ed) within five days promptly after the same are sentsent and received, copies of all financial statements, reports and notices which the Borrower sends to its shareholders and promptly after the same are filed and received, copies of all financial statements and reports which the Borrower may make to, or Holdings sends file with, and copies of all material notices the Borrower receives from, the Securities and Exchange Commission or any public body succeeding to its stockholdersany or all of the functions of the Securities and Exchange Commission; (e) promptly upon receipt thereof, copies of all final reports submitted to the Borrower by independent certified public accountants in connection with each annual, interim or special audit of the books of the Borrower made by such accountants, including, without limitation, any final comment letter submitted by such accountants to management in connection with their annual audit (subject, in all cases, to applicable professional guidelines or ethical rules or the terms of any applicable engagement letter); and (f) promptly, on reasonable notice to the Borrower, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for and each Lenderof the Lenders: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 5.1(a) and 5.1(b) above, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's ’s knowledge, during such period (i) no Subsidiary has been formed each of the Credit Parties observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any and satisfied in all material respects every condition, contained in this Credit Agreement to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and such certificate shall include the calculations in reasonable detail required to indicate compliance with Section 5.9 as of the last day of such period (“Compliance Certificate”); provided that the Borrower shall complete all Compliance Certificates based on financial information set forth in the Borrower’s quarterly and annual financial statements on Form 10-Q and Form 10-K as filed with the SEC; (c) concurrently with or prior to the delivery of the financial statements pursuant referred to subsection 6.1in Sections 5.1(a) and 5.1(b) above, a certificate (i) an updated copy of a Responsible Officer of Schedule 3.12 if the Borrower setting forth, in reasonable detail, or any of its Subsidiaries has formed or acquired a new Subsidiary since the computationsClosing Date or since Schedule 3.12 was last updated, as applicable, of (i) the Debt Ratio and (ii) an updated copy of Schedule 3.16 if the financial covenants set forth in subsection 7.1Borrower or any of its Subsidiaries has registered, applied for registration of, acquired or otherwise obtained ownership of any new Intellectual Property since the Closing Date or since Schedule 3.16 was last updated, as applicable, (iii) an updated copy of such Schedule 3.27 if any new Material Contract has been entered into since the Closing Date or since Schedule 3.27 was last day or for the fiscal period then endedupdated, as applicable, together with a copy of each new Material Contract and (iv) a list of all Existing In-License Acquisition Payments and In-License Acquisition Payments made during the case may beperiod covered by such financial statements; (d) not later within ten (10) days after the same are sent, copies of all reports (other than 60 those otherwise provided pursuant to Section 5.1 and those which are of a promotional nature) and other financial information which the Borrower sends to its equity holders, and within ten (10) days after the same are filed, copies of all financial statements and non-confidential reports which the Borrower may make to, or file with the Securities and Exchange Commission or any successor or analogous Governmental Authority; (e) within ninety (90) days after the end of each fiscal year of the Borrower, a copy certificate containing information regarding the amount of all Asset Dispositions and Debt Issuances that were made during the projections by prior fiscal year and amounts received in connection with any Recovery Event during the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding prior fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (ef) within five days after promptly upon receipt thereof, a copy of any other report or “management letter” submitted by independent accountants to any Credit Party or any of its Subsidiaries in connection with any annual, interim or special audit of the same are sent, copies books of all financial statements and reports which the Borrower or Holdings sends to its stockholderssuch Person; and (fg) promptly, such additional financial and other information as the Administrative Agent, on behalf of any Lender Lender, may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent (with sufficient copies for each Lender:, which shall be provided by the Agent to each Lender): (a) concurrently with the delivery of the financial statements referred to in subsection 6.17.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing connection with their audit, audit nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions there was any Default or Event of subsection 7.1Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 7.1(a) and (b), a certificate of a Responsible Officer of the Borrower stating that, to the best of such Officer's knowledge, each of the Borrower and its Subsidiaries during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any such Subsidiary has been formed and satisfied every condition, contained in this Agreement and in the Notes and the other Loan Documents to which it is a party to be observed, performed or acquiredsatisfied by it, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) that such Officer has obtained no knowledge of any Default or Event of Default except Default, except, in each case, as specified in such certificatecertificate and setting forth reasonably detailed calculations of the Borrower's compliance with the covenants contained in Section 8, to the extent applicable; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1as soon as available, a certificate of a Responsible Officer of the Borrower setting forth, but in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) any event not later than 60 sixty days after the end beginning of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding such fiscal yearyear on a consolidating basis and including management discussion thereof, such projections to be accompanied by a certificate of a Responsible Officer of the Borrower to the effect that such Responsible Officer believes such projections to have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectreasonable assumptions; (ed) (i) within five days after the same are sentbecome publicly available, copies of all financial statements and reports which the Borrower publicly filed or Holdings sends makes generally available to its stockholdersthe public, and within five days after the same are filed, copies of all financial statements and periodic reports which the Borrower may file with the SEC and (ii) simultaneously with the distribution of the same to the holders of the Subordinated Notes or the New Notes, copies of all reports, notices, certificates and other documents that it is required under the Subordinated Note Indenture or the Senior Secured Note Indenture to distribute to the holders of the Subordinated Notes or the New Notes, respectively; (e) within two days after the same are filed, copies of all registration statements and any amendments and exhibits thereto, which the Borrower may file with the SEC; (f) notice of, at least five Business Days prior to, (i) any modification or amendment to the certificate or articles of incorporation or other constitutive documents or by-laws of the Borrower or any Subsidiary or (ii) waiver, supplement, modification, amendment, termination or release of the Subordinated Notes or the New Notes; and (fg) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to each Lender (or to the Administrative Agent with copies for on behalf of each Lender:): (a) concurrently with the delivery of the financial statements referred to in subsection 6.16.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.16.1(a) and (b), a certificate of a Responsible Officer stating that, to of the best of such Officer's knowledge, during such period Borrower (i) no Subsidiary has been formed or acquired (or, if any stating that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) stating, to the best of such Responsible Officer's knowledge, that all such financial statements are complete and correct in all material respects (subject, in the case of interim statements, to normal year-end audit adjustments) and have been prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as disclosed therein) and (iii) showing in detail the calculations supporting such statements in respect of subsection 7.1; (c) concurrently promptly upon receipt thereof, copies of all final reports submitted to the Borrower by independent certified public accountants in connection with each annual, interim or special audit of the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer books of the Borrower setting forthmade by such accountants, including, without limitation, any management letter commenting on the Borrower's internal controls submitted by such accountants to management in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may beconnection with their annual audit; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days promptly after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholderspublic equity holders, and within five days after the same are filed, copies of all financial statements and reports which the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; and (fe) promptly, subject to reasonable confidentiality requirements and confidentiality agreements to which the Borrower or any of its Subsidiaries is a party, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each LenderAgent: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1SECTION 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed examination necessary therefor no knowledge was obtained of any Event of Default resulting from the Borrower's failure to comply with the provisions of subsection 7.1SECTION 6.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1SECTION 5.1(a) OR (b), a compliance certificate of a Responsible Officer stating thatthe chief financial officer or treasurer of the Borrower, in form and substance satisfactory to the best of such Officer's knowledgeAdministrative Agent (the "COMPLIANCE CERTIFICATE"), during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, showing compliance by the Borrower has complied with the requirements of subsection 6.10 with respect thereto) covenants contained in SECTION 6.1 and (ii) such Officer has obtained no knowledge setting forth the description of any Default Reduction Event occurring during such period and the aggregate amount of Net Cash Proceeds, dividends or Event of Default except as specified in other distributions received during such certificateperiod with respect to any Reduction Event; (c) concurrently within ten (10) days after the filing thereof, copies of all reports which the Borrower sends to any of its stockholders, and copies of all registration statements, SEC Reports (or, in each case, any successor form) which the Borrower or any Subsidiary files with the delivery SEC (and such similar filings with authorities in Canada, to the extent Canadian Assets constitute a portion of financial statements pursuant to subsection 6.1, a certificate Additional Collateral) or any successor or analogous Governmental Authority (other than public offerings of a Responsible Officer of securities under employee benefit plans or dividend reinvestment plans); PROVIDED that the Borrower setting forth, shall have satisfied the foregoing requirement as to any report upon the Administrative Agent receiving such report from the Borrower in reasonable detail, an electronic notification thereof to the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may beAdministrative Agent; (d) not later than 60 days promptly after the end either of each fiscal year Moody's or Standard & Poor's has raised or lowered its credit rating of any of the Borrower, a copy of First Mortgage Bonds or the projections credit facilities evidenced by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, Loan Documents a notice as to such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respecteffect; (e) within five days concurrently with the delivery thereof or promptly after the same are sentreceipt thereof, copies a copy of all financial statements and reports which notices to the trustee or the Borrower or Holdings sends to its stockholdersunder the First Mortgage Indenture; and (f) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lenderor otherwise make available as described in the last sentence of subsection 7.2: (a) concurrently with the delivery of the consolidated financial statements referred to in subsection 6.17.1(a), a certificate of letter from the independent certified public accountants reporting on such financial statements stating that, that in performing making the examination necessary to express their audit, opinion on such financial statements nothing came to their attention that caused to cause them to believe that the Borrower failed to comply with the terms, covenants, provisions or conditions of subsection 7.18.1 insofar as they relate to financial and accounting matters (subject to customary qualifications), except as specified in such certificateletter; provided, that this delivery shall not be required if such accountants do not provide such letters generally; (b) concurrently with the within five (5) Business Days following delivery of the financial statements referred to in subsection 6.1subsections 7.1(a) and 7.1(b), a certificate of a the Responsible Officer of the Borrower (i) stating that, to the best of such Officerofficer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) showing in detail as of the end of the related fiscal period the figures and calculations supporting such statement in respect of subsection 8.1 and (iii) in the case of financial statements under subsection 7.1(a), beginning with the financial statements for the fiscal year ending December 31, 2013, setting forth reasonably detailed calculations of Excess Cash Flow; (c) promptly upon receipt thereof, copies of all final reports submitted to the Borrower by independent certified public accountants in connection with each annual, interim or special audit of the books of the Borrower made by such accountants, including any final comment letter submitted by such accountants to management in connection with their annual audit; (d) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements and all regular and periodic reports and all final registration statements and final prospectuses, if any, filed by Parent or any of its Restricted Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Authority succeeding to any of its functions; (e) concurrently with the delivery of the financial statements pursuant referred to subsection 6.1in subsections 7.1(a) and 7.1(b), a certificate of a Responsible Officer management summary describing and analyzing the performance of the Borrower setting forthand its Subsidiaries during the periods covered by such financial statements; provided, in reasonable detailhowever, that such management summary need not be furnished so long as Parent or the computationsBorrower is a reporting company under the Securities Exchange Act of 1934, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may beamended; (df) not later than 60 concurrently with the delivery of the consolidated financial statements referred to in subsection 7.1(a), but in any event within 90 days after the end beginning of each fiscal year of the BorrowerBorrower to which such budget relates, a copy of the projections by the Borrower of the an annual operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal yearSubsidiaries, such projections to be accompanied by on a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectconsolidated basis; (eg) within five days after promptly following any request by the same are sentAdministrative Agent therefor, copies of all financial statements any documents or notices described in Sections 101(k) or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the Loan Parties or their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of an applicable Multiemployer Plan, then Borrower shall cause the Loan Parties and/or their ERISA Affiliates to promptly make a request for such documents or notices from the administrator or sponsor of such Multiemployer Plan and reports which the Borrower or Holdings sends to its stockholdersshall provide copies of such documents and notices promptly after receipt thereof; and (fh) promptly, such additional financial and other information as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. The requirements of subsections 7.1 and 7.2 above shall be deemed to be satisfied if Parent or the Borrower shall have made such materials available to the Administrative Agent, including by electronic transmission, within the time periods specified therefor and pursuant to procedures approved by the Administrative Agent, or by filing such materials by electronic transmission with the Securities and Exchange Commission, in which case “delivery” of such statements for purposes of subsections 7.2(a) and 7.1(b) shall mean making such statements available in such fashion.

Certificates; Other Information. Furnish to the Administrative Agent with copies for delivery to each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 5.1(a) and 5.1(b), a certificate of a Responsible Officer (i) stating that, to the best of such Responsible Officer's knowledge, save as previously disclosed in writing, the Company during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every condition, contained in this Agreement, in the Notes and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, in all material respects, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) stating that all such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as at the date thereof and the results of operations and cash flows for the period then ended (subject, in the case of interim statements, to normal year-end audit adjustments) and have been prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as disclosed therein) and (iii) showing in detail the calculations supporting such statement in respect of Section 6; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1as soon as practicable, a certificate of a Responsible Officer of the Borrower setting forth, and in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not any event no later than 60 days after the end of each fiscal year of the BorrowerCompany, a copy revised consolidated business plan (in a format acceptable to the Lenders) for the Financial Group including a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the projections by the Borrower of the operating budget and cash flow budget of the Borrower Company and its Subsidiaries for as of the succeeding end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the "Projections"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer to the effect stating that such projections have been prepared Projections are based on the basis of sound financial planning practice reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe they that such Projections are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to each Lender (through the Administrative Agent with copies for each Lender:Agent): (a) concurrently with within 15 days after the delivery of the financial statements referred to in subsection 6.1Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 6.1(a) and within 15 days after the delivery of the financial statements referred to in Section 6.1(b), a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any stating that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) including calculations in reasonable detail with respect to compliance with Sections 7.1 and 7.4 and (iii) certifying that the financial statements delivered for such period are fairly stated in all material respects (subject to normal year-end audit adjustments); (c) concurrently with the delivery of the financial statements pursuant referred to subsection 6.1, a certificate of a Responsible Officer in Sections 6.1(a) and within 15 days after the delivery of the Borrower setting forthfinancial statements referred to in Section 6.1(b), projections in reasonable detailform and scope reasonably acceptable to the Administrative Agent (the “Section 6.2 Projections”), for the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for Test Period commencing immediately after the fiscal period then endedcovered by such financial statements, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the including an operating budget and cash flow budget of the Borrower DW Animation and its Subsidiaries for such period and sufficient information in reasonable detail to support the succeeding fiscal yearcalculation of Projected Sources and Projected Uses for such Test Period, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Responsible Officer has no reason to believe they are incorrect or misleading in any material respect; (d) no later than five Business Days prior to the effective date thereof, a copy of any amendment, supplement, waiver or other modification to any Organizational Agreement; (e) within five days promptly after the same are sentbecome publicly available, copies of all financial periodic reports, proxy statements and reports which other materials filed by DW Animation or any of its Subsidiaries with the Borrower Securities and Exchange Commission (or Holdings sends any successor thereto) or any national securities exchange, or distributed by DW Animation or any of its Subsidiaries to its stockholders; andsecurity holders generally, as the case may be; (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request; and (g) no later than the 20th calendar day after the last Business Day of each calendar month, a certificate of a Responsible Officer setting forth an updated calculation of the Borrowing Availability as of such last Business Day of such calendar month; provided that DW Animation (i) shall be entitled to deliver at any time an updating certificate calculating the Borrowing Availability at such time and (ii) shall not be required to deliver such certificate if the Facility Exposure is zero on the date such certificate would otherwise be required to be delivered hereunder.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in clause (i) of subsection 6.16.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 6.1(a) and 6.1(b), a certificate of a Responsible Officer (i) stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the requirements of subsection 6.10 with respect thereto) other Loan Documents to be observed, performed or satisfied by it, and (ii) that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate;certificate and (ii) setting forth in reasonable detail the calculations and financial information required to establish whether the Borrower is in compliance with subsection 7.1; 57 (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 thirty days after prior to the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the consolidated operating budget and cash flow budget of the Borrower and its consolidated Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect based on unreasonable assumptions or misleading in any material respect; (ed) within five days after the same are sentfiled, copies of all financial statements and reports which the Borrower may make to, or Holdings sends file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (e) concurrently with the delivery thereof, copies of all certificates, notices and other written communications which the Borrower delivers pursuant to the Borrower Indenture to any party thereto; (f) not less than 10 days prior to the anticipated date of any Asset Disposition by the Borrower or any of its stockholdersSubsidiaries, a certificate of a Responsible Officer of the Borrower setting forth (i) a description of the transaction resulting in such Asset Disposition (including, without limitation, an identification of the securities, assets or other Property to be sold or otherwise disposed of), (ii) a description and valuation of the consideration to be received by the Borrower or such Subsidiary for such Asset Disposition and (iii) the date or dates upon which any Net Cash Proceeds therefrom are anticipated to be received by the Borrower or such Subsidiary and the amount of the Net Cash Proceeds anticipated to be received on such date or each of such dates; and (fg) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each LenderAgent: (ai) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (bsubsections 5.01(b)(i) concurrently with the delivery of the financial statements referred to in subsection 6.1and 5.01(b)(ii), a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's knowledge, the Borrower during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every condition, contained in this Agreement and in the Notes and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; , such certificate to include calculations in reasonable detail demonstrating such observance, performance and satisfaction (c) concurrently with the delivery of including, without limitation, all adjustments to any information provided in such financial statements pursuant necessary to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) calculate compliance with the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be;Section 5.03); TODCO - Omnibus Credit Agreement (dii) not later than 60 120 days after the end beginning of each fiscal year of the Borrower, Borrower a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectreasonably detailed five (5) year business model; (eiii) within five days after the same are sent, copies of all financial statements and reports which the Borrower may make to, or Holdings sends file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (iv) promptly upon the occurrence of the same, the Borrower will notify the Administrative Agent of (A) receipt by the Borrower or any of its Subsidiaries or Affiliates of any amount singly or in the aggregate greater than $10,000,000, that Borrower or any of its Subsidiaries or Affiliates receives on account of any obligations of Delta Towing Holdings, LLC ("DELTA TOWING") owing to the Borrower (the "DELTA TOWING DEBT") or the Borrower's equity interest in Delta Towing, in each case as effect and described in the Borrower's Amendment No. 6 to Form S-1 Registration Statement Under the Securities Act of 1933, filed with the Securities and Exchange Commission on December 12, 2003, (B) any amendment, supplement, restatement, waiver, cancellation, forgiveness or material change in the Tier 1 Note comprising a portion of the Delta Towing Debt, (C) any transfer, change, option, exchange or other modification of the Borrower's equity interest in Delta Towing, (D) any demand made on Delta Towing or any other Person on account of the Tier 1 Note comprising a portion of the Delta Towing Debt, (E) the exercise of remedies or commencement of proceedings of any kind against Delta Towing or any of its stockholdersproperties or assets in relation to any of the Delta Towing Debt; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender:(which shall promptly furnish to the other Lenders): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1SECTION 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1SECTIONS 6.1(a) and (b), (i) a certificate of duly completed Compliance Certificate signed by a Responsible Officer (A) stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (orDefault exists, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (B) containing a computation of each of the financial ratios and restrictions set forth in SECTION 7.1; and (C) describing in reasonable detail any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary and (ii) a listing for each Investment Firm of its aggregate assets under management as of the end of the period covered by such financial statements; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sentfiled, copies of all financial statements and reports which the Borrower may make to, or Holdings sends file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (d) within five Business Days after the consummation of any Acquisition of a new Investment Firm for which more than $5,000,000 in aggregate consideration was paid (including any non-cash consideration), (A) copies of the most recent audited (and, if later, or, if audited statements are not available, unaudited) financial statements of the Investment Firm which is the subject of such Acquisition, (B) copies of the purchase agreement or other acquisition document (including any Revenue Sharing Agreement) executed or to be executed by the Borrower or any Subsidiary in connection with such Acquisition, (C) an unaudited PRO FORMA consolidated balance sheet of the Borrower and its stockholders; Subsidiaries as at a recent date but prepared as though the closing of such Acquisition had occurred on or prior to such date and related PRO FORMA calculations, indicating compliance on a PRO FORMA basis as at such date and for the periods then ended with the financial covenants set forth in SECTION 7.1 and (D) a copy of the most recent Form ADV, if any, filed under the Investment Advisers Act in respect to any Investment Firm which is the subject of such Acquisition; (e) concurrently with the delivery of the financial statements referred to in SECTIONS 6.1(a) and (b), with respect to the consummation of any Acquisition during the most recently ended fiscal quarter of the Borrower of a new Investment Firm for which no more than $5,000,000 in aggregate consideration was paid (including any non-cash consideration), (A) copies of the most recent audited (and, if later, or, if audited statements are not available, unaudited) financial statements of the Investment Firm which is the subject of such Acquisition, (B) copies of the purchase agreement or other acquisition document (including any Revenue Sharing Agreement) executed or to be executed by the Borrower or any Subsidiary in connection with such Acquisition, (C) an unaudited PRO FORMA consolidated balance sheet of the Borrower and its Subsidiaries as at a recent date but prepared as though the closing of such Acquisition had occurred on or prior to such date and related PRO FORMA calculations, indicating compliance on a PRO FORMA basis as at such date and for the periods then ended with the financial covenants set forth in SECTION 7.1 and (D) a copy of the most recent Form ADV, if any, filed under the Investment Advisers Act in respect to any Investment Firm which is the subject of such Acquisition; (f) concurrently with the delivery of the financial statements referred to in SECTIONS 6.1(a) and (b), notice of the consummation of any Acquisition of additional Capital Stock of an existing Investment Firm during the most recently ended fiscal quarter of the Borrower; (g) promptly, such additional financial and other information and documents (including a copy of any debt instrument, security agreement or other material contract to which the Borrower or any Subsidiary may be party) as any Lender may may, through the Administrative Agent, from time to time reasonably request. Documents required to be delivered pursuant to SECTION 6.1(a) or (b) or SECTION 6.2(c) (to the extent any 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 on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower's website on the Internet at the website address listed on SCHEDULE I; or (ii) on which such documents are posted on the Borrower's behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or a website sponsored by the Administrative Agent); PROVIDED that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and immediately following such notification the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (I.E., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by SECTION 6.2(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have 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 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.

Certificates; Other Information. Furnish to the Administrative Agent with copies for delivery to each Lender:Lender (and the Administrative Agent agrees to make and so deliver such copies): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate[reserved]; (b) concurrently with the delivery of the financial statements and reports referred to in subsection 6.1Subsections 7.1(a) and 7.1(b), a certificate of signed by a Responsible Officer of the Borrower Representative in substantially the form of Exhibit Q or such other form as may be agreed between the Borrower Representative and the Administrative Agent (a “Compliance Certificate”) (i) stating that, to the best of such Responsible Officer's ’s knowledge, each of the Parent Borrower and its Restricted Subsidiaries during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every condition, contained in this Agreement or the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except Default, except, in each case, as specified in such certificate, and (ii) setting forth reasonably detailed calculations of the Consolidated Total Leverage Ratio for the Most Recent Four Quarter Period and the Consolidated Fixed Charge Coverage Ratio for the Most Recent Four Quarter Period (whether or not a Compliance Period is in effect) and, if applicable, demonstrating compliance with Subsection 8.1 (in the case of a certificate furnished with the financial statements referred to in Subsections 7.1(a) and 7.1(b)); (c) concurrently with as soon as available, but in any event not later than the delivery fifth Business Day after the 90th day following the end of financial statements pursuant each Fiscal Year of the Parent Borrower a copy of the annual business plan by the Parent Borrower of the projected operating budget (including a consolidated balance sheet, income statement and statement of cash flows of the Parent Borrower for each Fiscal Quarter of such Fiscal Year prepared in reasonable detail), each such business plan to subsection 6.1, be accompanied by a certificate of signed by a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer Representative to the effect that such Responsible Officer believes such projections to have been prepared on the basis of sound reasonable assumptions at the time of preparation and delivery thereof; (d) within five Business Days after the same are filed, copies of all financial planning practice statements and that such Officer has no reason to believe they are incorrect periodic reports which the Parent Borrower or misleading in the OpCo Borrower may file with the SEC or any material respectsuccessor or analogous Governmental Authority; (e) within five days Business Days after the same are sentfiled, copies of all financial registration statements and reports any amendments and exhibits thereto, which the Parent Borrower or Holdings sends to its stockholdersthe OpCo Borrower may file with the SEC or any successor or analogous Governmental Authority; and (f) not later than 5:00 P.M., New York City time, on or before the 15th Business Day of each Fiscal Period of the Parent Borrower (or (i) more frequently as the Borrower Representative may elect, so long as the same frequency of delivery is maintained by the Borrower Representative for the immediately following 90 day period or (ii) not later than the third Business Day of each week during any period (a) commencing on the date on which either (x) a Specified Default has occurred and has been continuing or (y) the Specified Availability has been less than 10.0% of Availability at such time, in the case of each of (x) and (y) above for a period of five consecutive Business Days; provided that the Administrative Agent has notified the Borrower Representative thereof and (b) ending on the first date thereafter on which both (x) no Specified Default has existed or been continuing at any time and (y) the Specified Availability shall have been not less than 10.0% of Availability at any time, in each case for 20 consecutive calendar days), a borrowing base certificate setting forth the Borrowing Base (with supporting calculations) substantially in the form of Exhibit K hereto (a “Borrowing Base Certificate”), which shall be prepared as of the last Business Day of the preceding Fiscal Period of the Parent Borrower (or (x) such other applicable date to be agreed by the Borrower Representative and the Administrative Agent in the case of clause (i) above or (y) the previous Friday in the case of clause (ii) above); provided that a revised Borrowing Base Certificate based on the Borrowing Base Certificate last delivered shall be delivered within five Business Days after (1) the consummation of a sale or other disposition of ABL Priority Collateral not in the ordinary course of business with an aggregate value in excess of $10,000,000; provided that, for the avoidance of doubt, any such sale or disposition pursuant to a factoring agreement or similar arrangement shall be deemed to not be in the ordinary course of business for purposes of this Subsection 7.2(f) or (2) any merger, consolidation, amalgamation or disposition pursuant to clause (3) or (4) of the last proviso of each of Subsection 8.2(a)(y) or 8.2(b), as applicable, giving pro forma effect to such sale or such merger, consolidation, amalgamation or disposition, unless, in the case of clauses (1) and (2) the pro forma effect of such event was already reflected on such Borrowing Base Certificate last delivered. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Administrative Agent; (g) subject to the last sentence of Subsection 7.6(a), promptly, such additional financial and other information regarding the Loan Parties as any Lender Agent or the Required Lenders through the Administrative Agent may from time to time reasonably request; (h) promptly upon reasonable request from the Administrative Agent calculations of EBITDA and other Fixed GAAP Terms as reasonably requested by the Administrative Agent promptly following receipt of a written notice from the Borrower Representative electing to change the Fixed GAAP Date, which calculations shall show the calculations of the respective Fixed GAAP Terms both before and after giving effect to the change in the Fixed GAAP Date and identify the material change(s) in GAAP giving rise to the change in such calculations; and (i) such information regarding aging of Accounts of the Parent Borrower and the other Qualified Loan Parties as the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Subsection 7.1 or 7.2 may at the Borrower Representative’s option be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (A) in the case of any such documents other than documents required to be delivered pursuant to Subsection 7.2(f) (i) on which the Borrower Representative posts such documents, or provides a link thereto, on the Parent Borrower’s (or the Borrower Representative’s or any Parent Entity’s) website on the Internet at the website address listed on Schedule 7.2 (or such other website address as the Borrower Representative may specify by written notice to the Administrative Agent from time to time), or (ii) on which such documents are posted on the Parent Borrower’s (or the Borrower Representative’s or any Parent Entity’s) behalf on an Internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) and (B) in the case of any such documents required to be delivered pursuant to Subsection 7.2(f), on which the Borrower Representative provides a link thereto on the Parent Borrower’s (or the Borrower Representative’s or any Parent Entity’s) website on the Internet at the website address listed on Schedule 7.2 (or such other website address as the Borrower Representative may specify by written notice to the Administrative Agent from time to time). Following the electronic delivery of any such documents by posting such documents to a website in accordance with the preceding sentence (other than the posting by the Parent Borrower or the Borrower Representative of any such documents on any website maintained for or sponsored by the Administrative Agent), the Borrower Representative shall promptly provide the Administrative Agent notice of such delivery (which notice may be by facsimile or electronic mail) and the electronic location at which such documents may be accessed; provided that, in the absence of bad faith, the failure to provide such prompt notice shall not constitute a Default hereunder.

Certificates; Other Information. Furnish Borrowers shall furnish to the Administrative Agent Agent, with sufficient copies for each Lender: (a) concurrently with the Lenders: at the time of the delivery of the financial statements referred to in subsection 6.1under clauses 6.1 (a), (b) and (c) above, a certificate of the independent certified public accountants reporting on Responsible Officer (each a "Compliance Certificate") which certifies (x) that such financial statements stating thatfairly present in all material respects the financial condition and the results of operations of Borrowers and their Subsidiaries as at the dates and for the periods indicated, subject, in performing their auditthe case of interim financial statements, nothing came to their attention normal year-end adjustments and (y) that caused them to believe that such Responsible Officer has reviewed the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery terms of the financial statements referred Loan Documents and has made, or caused to in subsection 6.1be made under his or her supervision, a certificate review in reasonable detail of the business and condition of Borrowers and their Subsidiaries during the accounting period covered by such financial statements, and that as a Responsible Officer stating that, to the best result of such Officer's knowledge, during review such period (i) no Subsidiary officer has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of that any Default or Event of Default except as specified has occurred during the period commencing at the beginning of the accounting period covered by the financial statements accompanied by such certificate and ending on the date of the related accounting period or, if any Default or Event of Default has occurred, specifying the nature and extent thereof and, if continuing, the action Borrowers propose to take in such certificate; (c) concurrently respect thereof. Such certificate shall set forth the calculations required to establish whether Borrowers were in compliance with the delivery provisions of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, Section 7.21 during and as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after at the end of each fiscal year of the Borrower, a copy of the projections accounting period covered by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be financial statements accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sentcertificate; promptly upon transmission thereof, copies of all regular and periodic financial statements information, proxy materials and reports other information and reports, if any, which any Borrower shall file with the Securities and Exchange Commission or any governmental agencies or which any Borrower or Holdings sends shall send to its stockholders; and (f) promptly, such additional financial [Intentionally omitted]; and other information as any Lender may from time to time time, such other information or documents (financial or otherwise) as the Lenders may reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (bsubsections 6.1(a) concurrently with the delivery of the financial statements referred to in subsection 6.1and 6.1(b), a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, each of the Parent and the Borrower during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any such Subsidiary has been formed and satisfied every condition, contained in this Agreement and in the Notes and the other Loan Documents to which it is a party to be observed, performed or acquiredsatisfied by it, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and setting forth in reasonable detail computations of compliance with the provisions of subsection 7.1 (including, without limitation, any reconciliation of such financial statements with generally accepted accounting principles as utilized in preparing the audited financial statements delivered pursuant to the first sentence of subsection 4.1); (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (db) not later than 60 days after the end last day of January of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding such fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared in good faith on the basis of sound financial planning practice and that such Officer has no reason assumptions which the Borrower believes to believe they are incorrect or misleading in any material respectbe reasonable; (ec) within five days after the same are sent, copies of all financial statements and reports which the Parent or the Borrower or Holdings sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports which the Parent or the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; and (fd) promptly, such additional financial and other information as any Lender the Administrative Agent may from time to time reasonably request.. 46

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in clause (i) of subsection 6.16.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 6.1(a) and 6.1(b), a certificate of a Responsible Officer (i) stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the requirements of subsection 6.10 with respect thereto) other Loan Documents to be observed, performed or satisfied by it, and (ii) that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) setting forth in reasonable detail the calculations and financial information required to establish whether the Borrower is in compliance with subsection 7.1 and (iii) certifying the amount, as of the end of such period, of the sum of clauses (i) through (v) of subsection 7.4(c) and setting forth in reasonable detail the calculations and financial information required to determine such sum; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 thirty days after prior to the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the consolidated operating budget and cash flow budget of the Borrower and its consolidated Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect based on unreasonable assumptions or misleading in any material respect; (ed) within five days after the same are sentfiled, copies of all financial statements and reports which the Borrower may make to, or Holdings sends file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (e) concurrently with the delivery thereof, copies of all certificates, notices and other written communications which the Borrower delivers pursuant to either Borrower Indenture to any party thereto; (f) not less than 10 days prior to the anticipated date of any Asset Disposition by the Borrower or any of its stockholdersSubsidiaries, or promptly after the occurrence of any Recovery Event which will result in Net Cash Proceeds, a certificate of a Responsible Officer of the 57 Borrower setting forth (i) in the case of any Asset Disposition, a description of the transaction resulting in such Asset Disposition (including, without limitation, an identification of the securities, assets or other Property to be sold or otherwise disposed of) and a description and valuation of the consideration to be received by the Borrower or such Subsidiary for such Asset Disposition, (ii) in the case of any Recovery Event, a description of such Recovery Event (including, without limitation, an identification of the Property which is the subject of such Recovery Event) and (iii) in the case of any Asset Disposition or any Recovery Event, the date or dates upon which any Net Cash Proceeds therefrom are anticipated to be received by the Borrower or such Subsidiary and the amount of the Net Cash Proceeds anticipated to be received on such date or each of such dates; and (fg) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for and each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.01(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing making the audit necessary therefor, no knowledge was obtained of any Default or Event of Default, insofar as the same relates to any financial accounting matters covered by their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 5.01(a) and (b), a certificate of Parent, executed on behalf of Parent by a Responsible Officer of Parent, stating that, to the best of such Responsible Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the either Borrower has complied with the requirements of subsection 6.10 Section 5.11 with respect thereto) and ), (ii) neither Borrower nor any other Loan Party has changed its name, its jurisdiction of organization, its principal place of business or its chief executive office without complying with the requirements of this Agreement and the Security Documents with respect thereto and (iii) to the best of such Responsible Officer's knowledge, each Borrower and each of the other Loan Parties has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to be observed, performed or satisfied by it (and including therein a reasonably detailed calculation of the covenants set forth in Sections 6.11, 6.12 and 6.13 and, in the case of the annual financial statements, of Excess Cash Flow as of the last day of such period), and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except except, in each case, as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 90 days after the end beginning of each fiscal year of the BorrowerParent, a copy of the projections by the Borrower Parent of the operating budget and cash flow budget of Parent and the Borrower and its Subsidiaries for the succeeding such fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such Responsible Officer believes such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectreasonable assumptions; (ed) within five days Business Days after the same are sent, copies of all financial statements and reports which the Parent or either Borrower or Holdings sends to its stockholderspublic securityholders, and within five Business Days after the same are filed, copies of all financial statements and reports which Parent, either Borrower or any Subsidiary of either Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; and (fe) promptly, such additional financial and other information as the Administrative Agent or any Lender (acting through the Administrative Agent) may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each (or, in the case of clause (g), to the relevant Lender:): (a) concurrently with the any delivery of the financial statements referred to in subsection 6.1under Section 5.1(a), a certificate of the independent certified public accountants reporting accounting firm that reported on such financial statements stating that, in performing whether they obtained knowledge during the course of their audit, nothing came examination of such financial statements of any Default (which certificate may be limited to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificateextent required by accounting rules or guidelines); (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1Section 5.1, a certificate of a Responsible Officer of the Borrower (i) certifying, in the case of such unaudited financial statements, such financial statements as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth, in reasonable detail, the computations, as applicable, case of (i) the Debt Ratio and (ii) the financial covenants set statements delivered under Section 5.2(a) or (b), reasonably detailed calculations demonstrating compliance with Section 6.1, (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.1 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (v) setting forth in subsection 7.1such supplemental information with respect to Schedule 3.15 such that Schedule 3.15, together with such supplemental information, constitutes a true, complete and correct listing, as of the date of such last day or for certificate, of the fiscal period then endeditems specified in clauses (a) and (b) of Section 3.15 and (vi) to the extent not previously disclosed to the Administrative Agent, as a description of any change in the jurisdiction of organization of any Loan Party and a list of any Intellectual Property acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (vi) (or, in the case may beof the first such report so delivered, since the Closing Date); (dc) as soon as available, but in any event not later more than 60 45 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget plan and forecast (including a projected consolidated balance sheet, income statement and cash flow budget statement) of the Borrower and its Subsidiaries for each month of the succeeding upcoming fiscal yearyear (the “Projections”) in form reasonably satisfactory to the Administrative Agent, such projections to which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made; (d) within 45 days after the end of each fiscal quarter of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the effect that end of such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectfiscal quarter; (e) within no later than five days Business Days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to any of the Revolving Credit Documentation; (f) promptly after the same are sentbecome available, copies of all financial statements field examination reports and reports which Inventory appraisals delivered pursuant to the Borrower or Holdings sends to its stockholdersRevolving Credit Documentation; and (fg) promptlypromptly following any request therefor, such additional financial and other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each LenderAgent: (a) concurrently with the delivery of the financial statements referred to in subsection 6.16.1(a)(i), a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 6.1(a)(ii) and (b), a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Restricted Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto), (ii) neither of the Borrower nor any of its Restricted Subsidiaries has changed its legal name or its jurisdiction of organization without complying with the requirements of this Agreement and the Security Documents with respect thereto and (iiiii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.16.1(a)(ii) (and, in the case of the following clauses (ii) and (iii), concurrently with the delivery of the financial statements referred to in subsection 6.1(b)), a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and Excess Cash Flow, (ii) Capital Expenditures and (iii) the financial covenants set forth in subsection 7.17.1 and , as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the summary projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared based on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports which assumptions believed by the Borrower or Holdings sends to its stockholders; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.be reasonable;

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.17.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 7.1(a) and 7.1(b), a certificate of a Responsible Officer (a "Compliance Certificate") (i) stating that, to the best of such Officer's knowledge, the Company during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any such Subsidiary has been formed and satisfied every condition, contained in this Agreement and in other Loan Documents to which it is a party to be observed, performed or acquiredsatisfied by it, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) setting forth in reasonable detail calculations required to determine compliance with the covenants set forth in subsections 8.1, 8.5(c), 8.6(b), 8.6(d), 8.7, 8.9, 8.10(c) and 8.10(d) (x) for the most recently completed fiscal quarter, (y) for the corresponding fiscal quarter during the preceding fiscal year and (z) as budgeted pursuant to subsection 7.2(c)(i) for the most recently completed fiscal quarter and (iii) setting forth in reasonable detail the Company's consolidated gross revenues, net revenues and cash flow (x) for the most recently completed fiscal quarter, (y) for the corresponding fiscal quarter during the preceding fiscal year and (z) as budgeted pursuant to subsection 7.2(c)(i) for the most recently completed fiscal quarter; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 thirty days after prior to the end of each fiscal year of the BorrowerCompany, a copy of the projections by the Borrower of Company setting forth in reasonable detail the (i) quarterly and annual operating budget and cash flow budget of the Borrower Company and its Subsidiaries for the succeeding fiscal year, including, without limitation, the Company's projected consolidated gross revenues, net revenues and cash flow for the succeeding fiscal year and (ii) quarterly and annual calculations required to determine compliance by the Company and its Subsidiaries, based on the projections provided pursuant to subsection 7.2(c)(i), with the covenants set forth in subsections 8.1, 8.5(c), 8.6(b), 8.6(d), 8.7, 8.9, 8.10(c) and 8.10(d), such projections and calculations to be accompanied by a certificate of a Responsible Officer to the effect that such projections and calculations have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they believes, in good faith, that such projections and calculations are incorrect or misleading in any material respectbased on reasonable assumptions; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for (which will furnish to each Lender:of the Lenders): (a) concurrently with on the delivery of date the financial statements referred to in subsection 6.1Section 5.1(a) above are required to be delivered pursuant to such Section, a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; PROVIDED that such certificate shall not be required if, at the time such certificate is required to be delivered to the Administrative Agent and the Lenders, such certificates are not provided by nationally recognized accounting firms in similar commercial transactions in the general course of business; (b) concurrently with on the delivery of date the financial statements referred to in subsection 6.1Sections 5.1(a) and 5.1(b) above are required to be delivered pursuant to such Section, a certificate of a Responsible Financial Officer of the Borrower substantially in the form of SCHEDULE 5.2(b) stating that, to the best of such Responsible Officer's knowledge, during such period (i) no Subsidiary has been formed each of the Credit Parties observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any and satisfied in all material respects every condition, contained in this Agreement to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and such certificate shall include the calculations in reasonable detail required to indicate compliance with Section 5.9 as of the last day of such period; (c) concurrently within ten (10) days after the same are filed, copies of all financial statements and non-confidential reports which the Parent may make to, or file with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio Securities and (ii) the financial covenants set forth in subsection 7.1, as of such last day Exchange Commission or for the fiscal period then ended, as the case may beany successor or analogous Governmental Authority; (d) not later than 60 within ninety (90) days after the end of each fiscal year of the Borrower, a copy certificate containing information regarding the amount of all Asset Dispositions, Debt Issuances, and Equity Issuances that were made during the projections by prior fiscal year and amounts received in connection with any Recovery Event during the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding prior fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days promptly upon receipt thereof, a copy of any final report or "management letter" submitted by independent accountants to any Credit Party or any of its Subsidiaries in connection with any annual, interim or special audit of the books of such Person; (f) concurrently with the delivery of the financial statements referred to in Section 5.1(a) above (or more frequently at the Borrower's discretion), an updated copy of SCHEDULE 3.12 and SCHEDULE 3.16; (g) promptly after the same are sentBorrower has notified the Administrative Agent of its intention to treat the Loans and the Letters of Credit and related transactions as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4), copies a duly completed copy of all financial statements and reports which the Borrower IRS Form 8886 or Holdings sends to its stockholdersany successor form; and (fh) promptly, such additional financial and other information as the Administrative Agent, on behalf of any Lender Lender, may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery upon request of the financial statements referred to in subsection 6.1Administrative Agent at any time after the occurrence of a Default or an Event of Default, a certificate of an agreed upon procedures report prepared by the independent certified public accountants reporting on such the financial statements stating that, referred to in performing their audit, nothing came to their attention that caused them to believe that Section 6.1(a) which verifies the Borrower failed to comply with calculations contained in the provisions of subsection 7.1, except as specified in such certificatemost recently delivered Compliance Certificate; (b) concurrently with the delivery of the financial statements referred to in subsection Sections 6.1, a certificate Compliance Certificate of a Responsible Officer (i) stating that, to the best of such Officer's knowledge, during such period (iA) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 Section 6.12 with respect thereto), (B) neither the Borrower nor any of its Subsidiaries has changed its name, its principal place of business, its chief executive office or the location of any material item of tangible Collateral without complying with the requirements of this Agreement and the Security Documents with respect thereto and (iiC) the Borrower has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to be observed, performed or satisfied by it, and that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and (ii) setting forth calculations demonstrating compliance with Sections 7.1., 7.2, 7.6, 7.8, 7.9 and 7.17; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectrespect with respect to any Property owned or managed on the date of the projections; (d) as soon as practicable and in any event no later than December 15 of each year, projected financial statements for each Property for the next succeeding calendar year, together with an explanation of the assumptions on which such forecasts are based, and such other information and projections as the Administrative Agent may reasonably request for any Property; (e) within five days after promptly upon their becoming available, copies of (a) all financial statements, reports, notices and proxy statements sent or made available generally by the same are sentBorrower to its security holders, (b) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower with the New York Stock Exchange, Inc., any other securities exchange or with the Securities and Exchange Commission or any Governmental Authority or private regulatory authority, and (c) all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public or to the security holders of the Borrower; (f) as soon as practicable and in any event by the last day of each yearly policy period, a report in form and substance reasonably satisfactory to the Administrative Agent outlining all material insurance coverage maintained as of the date of such report by the Borrower and its Subsidiaries or, in lieu thereof, copies of such policies, and a report as to all material insurance coverage planned to be maintained by the Borrower and its Subsidiaries in the next succeeding yearly policy period to the extent varying from the description of that delivered or described; (g) as soon as practicable following receipt thereof, copies of all financial statements environmental audits and reports which reports, whether prepared by personnel of the Borrower or Holdings sends any of its Subsidiaries or by independent consultants, with respect to its stockholdersmaterial environmental matters at any Property or which relate to a claim, action or proceeding under any Environmental Laws which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (h) with reasonable promptness, written notice of any change in the Board of Directors of the Borrower; and (fi) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with To the delivery of extent such information is not already included within the financial statements referred delivered pursuant to in subsection 6.1subsections 4.1(a) and 4.1(b), then concurrently with each delivery of financial statements pursuant to subsections 4.1(a) and 4.1(b), the Borrowers shall furnish to US Agent by Electronic Transmission, a certificate report setting forth in comparative form the corresponding figures for the corresponding periods of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificateprevious Fiscal Year; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 4.1(a) and 4.1(b) above, a certificate fully and properly completed Compliance Certificate in the form of Exhibit 4.2(b), certified on behalf of the Credit Parties by a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificateHoldings; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may bereserved; (d) not later than 60 as soon as available and in any event (i) within fifteen (15) days after the end of each fiscal year Fiscal Quarter, (ii) concurrently with delivery to any Agent of a Notice of Borrowing if the effective date of the Borrowermost recent Borrowing Base Certificate previously furnished to the US Agent is more than thirty (30) days prior to the date of such Notice of Borrowing, and (iii) at such other times as either Agent may reasonably require, a copy Borrowing Base Certificate, certified on behalf of the projections applicable Borrower by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to of Borrowers and Holdings, setting forth the effect that Borrowing Base of each Borrower as at the end of such projections have been prepared on the basis of sound financial planning practice and that Fiscal Quarter or as at such Officer has no reason to believe they are incorrect or misleading in any material respectother date as Agent may reasonably require; (e) within upon the request of an Agent if a Specified Event of Default shall have occurred and be continuing, the Borrowers will obtain and deliver to Agents and Lenders a report of an independent collateral auditor satisfactory to Agents with respect to the Accounts, Inventory, Equipment and the Headquarters Property of the Credit Parties; (f) as soon as available and in any event no later than forty-five (45) days after the same are sentbeginning of each Fiscal Year of the Borrowers, projections of the Credit Parties (and their Subsidiaries’) consolidated and consolidating financial performance for such Fiscal Year on a Fiscal Quarter by Fiscal Quarter basis; (g) promptly after any request by the Agents, 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 the Borrowers by independent accountants in connection with the accounts or books of the Borrowers or any Subsidiary, or any audit of any of them; (h) from time to time, if an Agent determines in good faith that obtaining appraisals is necessary in order for such Agent or any Lender to comply with applicable laws or regulations (including any appraisals required to comply with FIRREA), and at any time if a Specified Event of Default shall have occurred and be continuing, either Agent may, or may require the Borrowers to, in either case at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to Agents stating the then current fair market value of all or any portion of the personal property of any Credit Party or any Subsidiary of any Credit Party and the fair market value or such other value as determined by an Agent (for example, replacement cost for purposes of Flood Insurance) of the Headquarters Property; (i) to US Agent, at the time of delivery of each of the Fiscal Quarter financial statements delivered pursuant to subsection 4.1(b), a report providing consolidating Borrowing Base details regarding the fixed assets, accounts receivable and reports which inventory of the Borrower or Holdings sends Borrowers and their applicable Subsidiaries, in form and substance reasonably satisfactory to US Agent, together with such other information and detail as shall be reasonably requested by US Agent in its stockholdersreasonable discretion; and (fj) promptly, such additional financial business, financial, corporate affairs, perfection certificates and other information as any Lender either Agent may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each LenderAgent: (ai) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.01(a)(i), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed examination necessary therefor no knowledge was obtained of any Event of Default resulting from the Borrower’s failure to comply with the provisions of subsection 7.1Section 5.02(a), except as specified in such certificate; (bii) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.01(a)(i) or (ii), a compliance certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed chief financial officer or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year treasurer of the Borrower, a copy of in form and substance satisfactory to the projections Administrative Agent (the “Compliance Certificate”) showing compliance by the Borrower of with the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading covenants contained in any material respectSection 5.02(a); (eiii) within five ten (10) days after the same are sentfiling thereof, copies of all financial statements and reports which the Borrower or Holdings sends to any of its stockholders, and copies of all registration statements, SEC Reports (or, in each case, any successor form) which the Borrower or any Subsidiary files with the SEC or any successor or analogous Governmental Authority (other than public offerings of securities under employee benefit plans or dividend reinvestment plans); provided, however, that the Borrower shall have satisfied the foregoing requirement as to any report upon the Administrative Agent receiving such report from the Borrower in an electronic notification thereof to the Administrative Agent; (iv) promptly after either of Xxxxx’x or S&P has raised or lowered the credit rating of the credit facility evidenced by this Agreement, a notice as to such effect; (v) promptly such other information the Administrative Agent or any Lender may from time to time reasonably request concerning data, documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and regulations (including the Patriot Act), including evidence satisfactory to the Administrative Agent of the listing of Capital Stock of the Borrower on the New York Stock Exchange; and (fvi) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to each Lender (through the Administrative Agent with copies for each Lender:Agent): (a) concurrently with within 15 days after the delivery of the financial statements referred to in subsection 6.1Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 6.1(a) and within 15 days after the delivery of the financial statements referred to in Section 6.1(b), a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any stating that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) including calculations in reasonable detail with respect to compliance with Sections 7.1 and 7.4 and (iii) certifying that the financial statements delivered for such period are fairly stated in all material respects (subject to normal year-end audit adjustments); (c) concurrently with the delivery of the financial statements pursuant referred to subsection 6.1, a certificate of a Responsible Officer in Sections 6.1(a) and within 15 days after the delivery of the Borrower setting forthfinancial statements referred to in Section 6.1(b), projections in reasonable detailform and scope reasonably acceptable to the Administrative Agent (the "Section 6.2 Projections"), for the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for Test Period commencing immediately after the fiscal period then endedcovered by such financial statements, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the including an operating budget and cash flow budget of the Borrower DW Animation and its Subsidiaries for such period and sufficient information in reasonable detail to support the succeeding fiscal yearcalculation of Projected Sources and Projected Uses for such Test Period, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Responsible Officer has no reason to believe they are incorrect or misleading in any material respect; (d) no later than five Business Days prior to the effective date thereof, a copy of any amendment, supplement, waiver or other modification to any Organizational Agreement; (e) within five days promptly after the same are sentbecome publicly available, copies of all financial periodic reports, proxy statements and reports which other materials filed by DW Animation or any of its Subsidiaries with the Borrower Securities and Exchange Commission (or Holdings sends any successor thereto) or any national securities exchange, or distributed by DW Animation or any of its Subsidiaries to its stockholders; andsecurity holders generally, as the case may be; (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request; and (g) no later than the 20th calendar day after the last Business Day of each calendar month, a certificate of a Responsible Officer setting forth an updated calculation of the Borrowing Availability as of such last Business Day of such calendar month; provided that DW Animation shall (i) be entitled to deliver at any time an updating certificate calculating the Borrowing Availability at such time and (ii) shall not be required to deliver such certificate if the Facility Exposure is zero on the date such certificate is required to be delivered hereunder.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lenderdistribution to the Lenders: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 5.1(a) and (b) above, a certificate of a Responsible Officer in the form of Schedule 4.1-4 stating that, to the best of such Responsible Officer's ’s knowledge, each of the Borrowers during such period (i) no Subsidiary has been formed observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any and satisfied in all material respects every condition contained in this Agreement to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and such certificate shall include the calculations in reasonable detail required to indicate compliance with Section 5.9 as of the last day of such period and that the financial information provided has been prepared in accordance with GAAP applied consistently for the periods related thereto; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of within ninety (i90) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Parent Borrower, a certificate containing information regarding the amount of all Asset Dispositions, Debt Issuances, and Equity Issuances that were made during the prior fiscal year and amounts received in connection with any Recovery Event during the prior fiscal year; (d) promptly upon receipt thereof, a copy of any other report or “management letter” submitted or presented by independent accountants to the projections Parent Borrower or any of its Subsidiaries in connection with any annual, interim or special audit of the books of such Person; (e) [Intentionally Omitted]; (f) promptly after the same are sent or upon their becoming available, copies of (i) all Securities and Exchange Commission reports of the Borrowers, (ii) all financial statements, reports, notices and proxy statements sent or made available by the Parent Borrower to its public equityholders, (iii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any of the operating budget Borrowers with any securities exchange or with the Securities and cash flow budget Exchange Commission or any governmental or private regulatory authority, and (iv) all press releases and other written statements made available by any of the Borrowers to the public concerning material developments in the business of any of the Borrowers; provided that any such information shall be deemed delivered to the Administrative Agent upon the filing of such information with the Securities and Exchange Commission; (g) (i) notice of the Parent Borrower’s intention to proceed with a Permitted Acquisition not less than ten (10) Business Days prior to the consummation of such Permitted Acquisition and (ii) prior to the consummation of any Permitted Acquisition: (A) a reasonably detailed description of the material terms of such Permitted Acquisition (including, without limitation, the purchase price and method and structure of payment) and of each Target; (B) with respect to any Target that would account for, on a pro forma basis, less than 25% of the Consolidated EBITDA of the Parent Borrower and its Subsidiaries for the succeeding twelve month period most recently ended for which information has been provided pursuant to Section 5.1(a) or 5.1(b), audited financial statements of such Target for its two (2) most recent fiscal years prepared by independent certified public accountants reasonably acceptable to the Administrative Agent and unaudited fiscal year-to-date statements for the two (2) most recent interim periods, in each case to the extent available for such projections Target; (C) with respect to be accompanied any Target that would account for, on a pro forma basis, at least 25% of the Consolidated EBITDA of the Parent Borrower and its Subsidiaries for the twelve month period most recently ended for which information has been provided pursuant to Section 5.1(a) or 5.1(b), audited financial statements or a financial review of such Target, as applicable, for its two (2) most recent fiscal years prepared by independent certified public accountants reasonably acceptable to the Administrative Agent and, to the extent available for such Target, unaudited fiscal year-to-date statements for the two (2) most recent interim periods; (D) consolidated projected income statements of the Parent Borrower and its consolidated Subsidiaries (giving effect to such Permitted Acquisition and the consolidation with the applicable Borrower of each relevant Target) for the four (4)-year period following the consummation of such Permitted Acquisition, in reasonable detail, together with any appropriate statement of assumptions and pro forma adjustments reasonably acceptable to the Administrative Agent; (E) a certificate of certificate, in form and substance reasonably satisfactory to the Administrative Agent, executed by a Responsible Officer of the Parent Borrower (1) setting forth the best good faith estimate of the Total Consideration to be paid for each Target, (2) certifying that (y) such Permitted Acquisition complies with the requirements of this Credit Agreement and (z) after giving effect to such Permitted Acquisition and any borrowings in connection therewith, the Borrowers believe in good faith that such projections they will have been prepared on sufficient availability under the basis of sound financial planning practice Revolving Commitments to meet the Borrowers’ ongoing working capital requirements and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (3) demonstrating compliance with clauses (b), (c), (d) and (e) within five days after of the same are sent, copies definition of all financial statements and reports which the Borrower or Holdings sends to its stockholdersPermitted Acquisition; and (fF) promptlyany due diligence reports (including, such additional financial but not limited to, reports prepared by a firm of independent certified public accountant of nationally recognized standing and other information as customer surveys) prepared by, or on behalf of, any Lender may from time Borrower with respect to time reasonably request.the Target;

Certificates; Other Information. Furnish to the Administrative Agent with copies for and (except in the case of clause (m)) each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.16.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 6.1(a) and (b), a certificate of Compliance Certificate signed by a Responsible Officer (i) stating that, to the best of such Officerofficer's knowledge, during 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 the Borrower proposes to take with respect thereto, (ii) setting forth in reasonable detail the calculations required to determine (A) compliance with Section 7.1, and (B) the Applicable Margin that will take effect on the Calculation Date immediately following the date on which such period Compliance Certificate is delivered, (iiii) stating that no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection Section 6.10 with respect thereto), (iv) containing rolling four quarter projections for the Borrower and its Subsidiaries, and (iiv) such Officer stating that neither the Borrower nor any of its Subsidiaries has obtained no knowledge changed its name, its principal place of business, its chief executive office or the location of any Default or Event material item of Default except as specified in such certificatetangible Collateral without complying with the requirements of the Loan Documents with respect thereto; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1as soon as available, a certificate of a Responsible Officer of the Borrower setting forth, but in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) any event not later than 60 thirty days after the end of each fiscal year of the Borrower, (i) a copy of the detailed projections by the Borrower of the operating budget, cash flow budget and cash flow capital budget of the Borrower and its Subsidiaries on a quarterly basis for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer officer has no reason to believe they are incorrect or misleading in any material respectrespect and (ii) in the event that the budgeted Capital Expenditures of the Borrower and its Subsidiaries contained in such projections exceed the amount of Capital Expenditures permitted by Section 7.10, a request in the form of Exhibit N for the consent of the Required Lenders (at their sole discretion) to such budgeted Capital Expenditures; (d) within five days after receipt thereof, a copy of any report or "management letter" submitted by independent accountants to the Borrower or any Subsidiary in connection with any annual, interim or special audit of the books of such Person; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports which the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (f) within five days after the same are filed, copies of all registration statements and any amendments and exhibits thereto, which the Borrower may file with the Securities and Exchange Commission or any successor or analogous Governmental Authority, and such other documents or instruments as may be reasonably requested by the Agent in connection therewith; (g) within one day after the issuance thereof, a copy of each press release and other statement that the Borrower or any Subsidiary shall make available generally to the public; (h) not less than fourteen days prior to the closing of any Permitted Physician Transaction or Permitted Ancillary Acquisition, a Transaction Notice containing the following items, each in form and substance reasonably satisfactory to the Agent: (i) a description of the Acquired Assets; (ii) a description of the material terms of such Permitted Physician Transaction or Permitted Ancillary Acquisition (including, without limitation, the purchase price, method and structure of payment, and proposed closing date), provided that a description of any additional or changed material terms of such Permitted Physician Transaction or Permitted Ancillary Acquisition shall be disclosed to the Agent within three (3) days of such addition or change; (iii) projected revenue and Consolidated EBITDA contribution levels with respect to the Acquired Assets, prepared on a quarterly basis for the two-year period following the consummation of such Permitted Physician Transaction or Permitted Ancillary Acquisition, in reasonable detail and containing an explanation of the underlying assumptions; (iv) confirmation, supported by reasonably detailed calculations (including an explanation of the underlying assumptions), of projected covenant compliance under this Agreement over the four quarter period following such Permitted Physician Transaction or Permitted Ancillary Acquisition after giving effect to the pro forma consolidation of the Acquired Assets with the Borrower and its Subsidiaries; provided, however, that such confirmation is not required for separate individual roll-ins of five or fewer doctors representing an aggregate Transaction Amount of less than $1,500,000; and (fv) a description of any Liens to be incurred or assumed in connection with such Permitted Physician Transaction or Permitted Ancillary Acquisition; (i) at least seven days (or such shorter time period as may be approved by the Agent) prior to the closing of each Permitted Physician Transaction or Permitted Ancillary Acquisition, a copy of each material agreement or document, including any acquisition agreement, merger agreement, master transaction agreement or Service Agreement relating to such Physician Transaction or Permitted Ancillary Acquisition; (j) within thirty days after the last day of each calendar month of the Borrower, an Accounts Receivable Aging Report as of the last day of the preceding calendar month, in substantially the form of Exhibit M, certified by a Responsible Officer; (k) within thirty days after the last day of each calendar month, a detailed report of all Physician Transactions closed by the Borrower and its Subsidiaries during the twelve month period then most recently ended, in a format reasonably satisfactory to the Agent, certified by a Responsible Officer; (l) within thirty days after the last day of each calendar month, a detailed report of projected Single Physician Transactions for the six month period following such calendar month, in a format reasonably satisfactory to the Agent, certified by a Responsible Officer; (m) within thirty days after the end of each calendar month, such information regarding the capitation liability and risk of the Borrower and its Subsidiaries directly or indirectly relating to Berkshire, Massachusetts, and the surrounding market (and other markets where the Borrower or its Subsidiaries have entered into capitation arrangements similar to those undertaken by the Borrower and Subsidiaries in Berkshire, Massachusetts), as the Agent may request; (n) within fourteen days after the creation thereof, the account number and location of each bank account, deposit account, investment account or similar account created by the Borrower or any Subsidiary; (o) on or before the last day of each calendar month, detailed cash flow projections for the Borrower and its Subsidiaries for each month during the three month period immediately following such calendar month in a format satisfactory to the Agent; (p) on or before the second anniversary of the Closing Date and on the date occurring every two years thereafter, a viability study of the Star Program by an independent consultant acceptable to the Agent; and (q) promptly, such additional financial and other information as the Agent or any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to each Lender (or, in the case of subsection 7.2(c), post on Hanover’s website, with notice thereof being given by Hanover to the Administrative Agent with copies for each Lender:Agent): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (bsubsections 7.1(a) concurrently with the delivery of the financial statements referred to in subsection 6.1and 7.1(b), a certificate of a Responsible Officer (i) stating that, to the best of such Officer's officer’s knowledge, Hanover during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every material condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; , such certificate to include the original total dollar amount of any Equipment True Leases (cas such term is defined in the definition of “Equipment Lease Participation Agreements”) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set setting forth in subsection 7.1calculations showing compliance with Sections 8.1, as of such last day or for the fiscal period then ended8.2(f), as the case may be(g), (m) and (n), 8.3(u), 8.6(g) and (j), 8.7 and 8.10(c), (e), (g), (h), (i) and (n); (db) not later than 60 45 days after (provided that, to the extent an extension is granted by the SEC, up to 5 additional days may be taken) following the end of each fiscal year of the BorrowerHanover, a copy of the projections by the Borrower Hanover of the operating budget and cash flow budget of the Borrower Hanover and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice reasonable assumptions and that such Officer officer has no reason to believe they are incorrect or misleading in any material respect; (ec) (i) within five days after the same are sent, copies of all financial statements and reports which Hanover, if at such time any class of its securities are held by the Borrower or Holdings public, sends to its stockholdersstockholders generally, or, if otherwise, such financial statements and reports as are made generally available to the public, and (ii) within five days after the same are filed, copies of all financial statements and reports which HCLP may make to, or file with, the SEC or any successor or analogous Governmental Authority; (d) within 45 days (provided, that to the extent an extension is granted by the SEC, up to 5 additional days may be taken) after the end of each quarter in each fiscal year of Hanover, a certificate of a Responsible Officer showing both the Consolidated Leverage Ratio as of the end of the most recent fiscal quarter and the resulting Applicable Margin pursuant to the Pricing Grid (an “Applicable Margin Certificate”); and (fe) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Each Loan Party (as applicable) will deliver to the Administrative Agent with copies for and each Lender, in form and detail satisfactory to the Administrative Agent and the Requisite Lenders: (a) concurrently together with the each delivery of financial statements of each Loan Party and its Subsidiaries pursuant to Sections 6.01(a), (b), (c) and (d) above, an Officers’ Certificate (i) stating that the signers have reviewed the terms of this Agreement and the Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of each Loan Party and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of the Officers’ Certificate, of any condition or event which constitutes an Event of Default or Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof, and (ii), with respect only to the financial statements referred delivered pursuant to Sections 6.01(a) and (b), demonstrating in subsection 6.1, a certificate reasonable detail compliance during (to the extent required) and at the end of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply accounting periods with the provisions of subsection 7.1, except as specified restrictions contained in such certificateSections 7.05 and 7.06; (b) concurrently together with the each delivery of the consolidated financial statements referred of the Company and its Subsidiaries pursuant to in subsection 6.1Section 6.01(b) above, a certificate of a Responsible Officer stating that, to written statement by the best of such Officer's knowledge, during such period independent accountants giving the report thereon (i) no Subsidiary stating that their audit examination has been formed or acquired (orincluded a review of the terms of this Agreement as they relate to accounting matters, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Default has come to their attention, and if such Officer a condition or event has obtained no come to their attention, specifying the nature and period of existence thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any Default or such Event of Default except as specified or Default that would not be disclosed in the course of their audit examination. The Administrative Agent shall have the right, from time to time, to discuss the affairs of the Company directly with such certificateindependent certified public accountants; (c) concurrently promptly upon receipt thereof, copies of all reports submitted to any Loan Party (including, without limitation, such Company’s Board of Directors) by such Loan Party’s independent accountants in connection with each annual, interim or special audit of the delivery of consolidated financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then endedLoan Party made by such accountants, as the case may be;including, without limitation, any comment letter submitted by such accountants to management in connection with their annual audit; and (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sentpromptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by the Company to its security holders or by any Subsidiary of the Company to its security holders other than the Company or another Subsidiary, and, promptly upon their becoming effective, and in any event within 15 days of filing, all regular and periodic reports and all registration statements and reports prospectuses that have been filed by the Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Person succeeding to any of its functions (including notice of any Internal Control Event which the Company has determined requires remediation, and copies of all documents, reports or correspondence related thereto which have been publicly filed with the Securities and Exchange Commission or any Governmental Person succeeding to any of its functions), and all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning material developments in the business of the Company and its Subsidiaries. Each document required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) shall be deemed to have been delivered on the date on which the Company posts such document on the Company’s website on the Internet at the website address listed on Schedule 10.02, or when such document is posted on the Securities and Exchange Commission’s website at xxx.xxx.xxx or on IntraLinks; provided that the Company shall deliver paper copies of all such documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a request to cease delivering paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above in this paragraph, and in any event shall have no responsibility to monitor compliance by any Loan Party 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. Each Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of such Loan Party hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or Holdings sends 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 Company or its stockholderssecurities) (each, a “Public Lender”). Each Loan Party hereby agrees that (w) all 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; and (fx) promptlyby marking Borrower Materials “PUBLIC”, such additional financial Loan Party shall be deemed to have authorized the Administrative Agent, the Arranger and other the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to such Loan Party or its securities for purposes of the applicable 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 10.11); (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 Arranger shall be entitled to treat any Lender may from time Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”. Notwithstanding the foregoing, no Loan Party shall be under any obligation to time reasonably requestxxxx any Borrower Materials “PUBLIC.”

Certificates; Other Information. Furnish to the Administrative Agent with copies for delivery to each Lender:Lender (and the Administrative Agent agrees to make and so deliver such copies): (a) concurrently with the delivery of the financial statements referred to in subsection 6.16.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing making the audit necessary therefor no knowledge was obtained of any Default or Event of Default insofar as the same relates to any financial accounting matters covered by their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificatecertificate (which certificate may be limited to the extent required by accounting rules or guidelines);[reserved]; (b) concurrently with the delivery of the financial statements and reports referred to in subsection 6.1subsections 6.1(a) and (b), a certificate of signed by a Responsible Officer of the Borrower and stating that, to the best of such Responsible Officer's ’s knowledge, the Borrower and its Subsidiaries during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every condition, contained in this Agreement or the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except Default, except, in each case, as specified in such certificate; (c) concurrently as soon as available, but in any event not later than the fifth Business Day following the 120th day after the beginning of each fiscal year of the Borrower beginning with the delivery of financial statements pursuant to subsection 6.1fiscal year 2008, a copy of the annual business plan by the Borrower of the projected operating budget (including an annual consolidated balance sheet, income statement and statement of cash flows of the Borrower and its Subsidiaries), each such business plan to be accompanied by a certificate of signed by the Borrower and delivered by a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice assumptions believed by the Borrower to be reasonable at the time of preparation and that such Officer has no reason to believe they are incorrect or misleading in any material respectdelivery thereof; (ed) within five days Business Days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholderspublic security holders, and within five Business Days after the same are filed, copies of all financial statements and periodic reports which the Borrower may file with the SEC or any successor or analogous Governmental Authority; (e) within five Business Days after the same are filed, copies of all registration statements and any amendments and exhibits thereto, which the Borrower may file with the SEC or any successor or analogous Governmental Authority, and such other documents or instruments as may be reasonably requested by the Administrative Agent in connection therewith; and (f) promptlywith reasonable promptness, such additional information (financial and other information or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time reasonably requesttime.

Certificates; Other Information. Furnish The Company will --------------------------------------------- furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the each delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; Sections 10.1(a) and (b), (i) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer in the form of Exhibit H (A) stating that, to the best of that such Officer's knowledge, during such period (i) no Subsidiary officer has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; certificate and (cB) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, showing in reasonable detaildetail the calculations supporting such statement in respect of Sections 11.1, the computations, as applicable, of (i) the Debt Ratio 11.2 and 11.3 and (ii) the financial covenants set forth in subsection 7.1, as of such last day or a Reinvestment Notice for the fiscal period quarter then ended, as if any Asset Sales have been consummated during such fiscal quarter and the case may beCompany wishes to reinvest all or any portion of the proceeds thereof; (db) not later than 60 days after the end on or prior to February 28 of each fiscal year of the Borroweryear, a copy of the projections by the Borrower Company of the operating budget and cash flow budget of the Borrower Company and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on a reasonable basis and in good faith, it being understood that no representation or warranty shall be deemed to be made concerning the basis projections and budgets and the assumptions on which they were based, except that as of sound financial planning practice the date on which such projections and budgets were generated, (a) they were based on the good faith assumptions of the management of the Company and (b) such assumptions were believed by such management to be reasonable (it being understood that such Officer has no reason to believe they are incorrect or misleading in any material respectthe requirements of this paragraph (b) have been satisfied for fiscal year 2000); (ec) within five days [RESERVED]; (d) if requested by the Administrative Agent or by any Lender through the Administrative Agent, promptly after the same are sentis furnished to PBGC, copies of all financial statements information furnished by the Company, any Subsidiary or any Commonly Controlled Entity to PBGC, except, in each case, information furnished as to ordinary operational aspects of the business of the Company or any Subsidiary and reports which not relating to any deviation by the Borrower Company or Holdings sends to its stockholdersany Subsidiary from rules and regulations of PBGC; and (fe) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for and each Lenderof the Lenders: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 5.1(a) and 5.1(b) above, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's knowledge, each of the Credit Parties during such period (i) no Subsidiary has been formed observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any and satisfied in all material respects every condition, contained in this Agreement to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and such certificate shall include the calculations in reasonable detail required to indicate compliance with Section 5.9; (c) concurrently within thirty (30) days after the same are sent, copies of all reports (other than those otherwise provided pursuant to Section 5.1 and those which are of a promotional nature) and other financial information which the Borrower sends to its members, and within thirty days after the same are filed, copies of all financial statements and non-confidential reports which the Borrower may make to, or file with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio Securities and (ii) the financial covenants set forth in subsection 7.1, as of such last day Exchange Commission or for the fiscal period then ended, as the case may beany successor or analogous Governmental Authority; (d) not later than 60 [INTENTIONALLY OMITTED] (e) within ninety (90) days after the end of each fiscal year of the Borrower, a copy certificate containing information regarding (i) the calculation of Excess Cash Flow and (ii) the projections by amount of all Asset Dispositions, Debt Issuances, and Equity Issuances that were made during the Borrower of prior fiscal year and amounts received in connection with any Recovery Event during the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding prior fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (ef) within five days after the same are sentpromptly upon receipt thereof, copies a copy of all financial statements and reports which any other report or "management letter" submitted by independent accountants to the Borrower or Holdings sends to any of its stockholdersSubsidiaries in connection with any annual, interim or special audit of the books of such Person; and (fg) promptly, such additional financial and other information as the Agent, on behalf of any Lender Lender, may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for and each Lenderof the Lenders: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 5.1(a) and 5.1(b) above, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's ’s knowledge, each of the Credit Parties during such period (i) no Subsidiary has been formed observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any and satisfied in all material respects every condition, contained in this Credit Agreement to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and such certificate shall include the calculations in reasonable detail required to indicate compliance with Section 5.9 as of the last day of such period; (c) concurrently with within thirty (30) days after the delivery same are provided, make available by electronic mail or by posting to the Borrower’s website copies of financial statements all reports (other than those otherwise provided pursuant to subsection 6.1, a certificate Section 5.1 and those which are of a Responsible Officer of promotional nature) and other financial information which the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may besends to its stockholders; (d) not later than 60 within ninety (90) days after the end of each fiscal year of the Borrower, a copy certificate containing information regarding the amount of all (i) Debt Issuances outstanding at the end of the projections by prior fiscal year and (ii) Equity Issuances that were made during the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding prior fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sentpromptly upon receipt thereof, copies a copy of all financial statements and reports which any other report or “management letter” submitted by independent accountants to the Borrower or Holdings sends to any of its stockholdersSubsidiaries in connection with any annual, interim or special audit of the books of such Person; and (f) promptly, such additional financial and other documents or other information as the Administrative Agent, on behalf of any Lender Lender, may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for and each Lender (or, in the case of clause (e), to the relevant Lender:): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the any financial statements referred pursuant to in subsection 6.1Section 5.1, a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer's knowledge, each Loan Party during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1as soon as available, a certificate of a Responsible Officer of the Borrower setting forth, and in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not any event no later than 60 90 days after the end of each fiscal year of the BorrowerNovellus, a copy detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the projections by the Borrower of the operating budget and cash flow budget of the Borrower Novellus and its Subsidiaries for as of the succeeding end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the "Projections"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer to the effect stating that such projections have been prepared Projections are based on the basis of sound financial planning practice reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe they that such Projections are incorrect or misleading in any material respect; (ed) within five days after the same are sent, copies of all financial statements and reports which the that Novellus or either Borrower or Holdings sends to the holders of any class of its stockholdersdebt securities or public equity securities and, within five days after the same are filed, copies of all financial statements and reports that Novellus or either Borrower may make to, or file with, the SEC; and (fe) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish 6.2.1. The Company will furnish to Purchaser all of the Administrative Agent with copies for each Lenderfollowing: (a) concurrently Concurrently with the delivery of each of the financial statements referred to in subsection 6.1Section 6.1.1 (a) and Section 6.1.1 (b), a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery an authorized officer of the financial statements referred to Company in subsection 6.1the form of the Covenant Compliance Certificate attached hereto as Exhibit B, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) stating that no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified has occurred and is continuing or, if such officer has knowledge of a Default or Event of Default, the nature thereof and specifying the steps taken or proposed to remedy such matter, (ii) showing in reasonable detail the calculations showing compliance with Sections 7.9, 7.10, and 7.11, and (iii) stating that the financial statements attached have been prepared in accordance with GAAP and fairly and accurately present (subject to normal year-end audit adjustments, for the annual certificates) the financial condition and results of operations of the Company and its Subsidiaries at the date and for the period indicated therein. (b) Upon the reasonable request of the Purchaser, the Company shall deliver to the Purchaser a certificate of an authorized officer of the Company (i) containing summary details of revenues by product(s) or part(s), (ii) containing a schedule of the outstanding Indebtedness for borrowed money of the Company and its Subsidiaries describing in reasonable detail each such certificate;debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan, (iii) containing management's discussion and analysis of the business and affairs of the Company and its Subsidiaries which includes, but is not limited to, a discussion of the results of operations compared to those originally budgeted for such period, and (iv) a report detailing (A) all matters materially affecting the value, enforceability or collectability of any material portion of its assets including, without limitation, the Company's or any of its Subsidiaries' reclamation or repossession of, or the return to the Company or any of its Subsidiaries of, a material amount of goods and material claims or disputes asserted by any customer or other obligor, and (B) any material adverse change in the relationship between the Company or any of its Subsidiaries and any of their suppliers, franchisees, or customers. (c) concurrently with the delivery of financial statements pursuant to subsection 6.1As soon as available, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) a copy of each financial statement, report, notice or proxy statement sent by the Debt Ratio and Company or any of its Subsidiaries to its shareholders in their capacity as shareholders, (ii) a copy of each regular, periodic or special report, registration statement, or prospectus filed by the financial covenants set forth Company or any of its Subsidiaries with the Commission, any securities exchange or the Commission or any successor agency, including without limitation all reports filed on Form 10Q and Form 10K, (iii) any material order issued by any court, governmental authority, or arbitrator in subsection 7.1any material proceeding to which the Company or any of its Subsidiaries is a party, as (iv) copies of such last day all press releases and other statements made available generally by the Company or for any of its Subsidiaries to the fiscal period then endedpublic generally concerning material developments in the Company's or any of its Subsidiaries' business, as and (v) copies of all material correspondence to or from the case may be;Senior Lender. (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders; and (f) promptlyPromptly, such additional financial and other information concerning the Company or any of its Subsidiaries as any Lender Purchaser may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for and each Lenderof the Lenders: (a) concurrently with the delivery of the financial statements of the Parent referred to in subsection 6.1Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 5.1(a), 5.1(b) and 5.1(c) above, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's knowledge, each of the Credit Parties during such period (i) no Subsidiary has been formed observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any and satisfied in all material respects every condition, contained in this Agreement to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and such certificate shall include the calculations in reasonable detail required to indicate compliance with Section 5.9 as of the last day of such period; (c) concurrently promptly after the same are sent, copies of all reports (other than those otherwise provided pursuant to Section 5.1 and those which are of a promotional nature) and other financial information which the Borrower sends to its members, and within thirty days after the same are filed, copies of all financial statements and non-confidential reports which the Borrower may make to, or file with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio Securities and (ii) the financial covenants set forth in subsection 7.1, as of such last day Exchange Commission or for the fiscal period then ended, as the case may beany successor or analogous Governmental Authority; (d) not later than 60 within ninety (90) days after the end of each fiscal year of the Borrower, a copy certificate containing information regarding the amount of all Asset Dispositions, Debt Issuances, and Equity Issuances that were made during the projections by prior fiscal year and a calculation of Excess Cash Flow and amounts received in connection with any Recovery Event during the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding prior fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sentpromptly upon receipt thereof, copies a copy of all financial statements and reports which any other report or "management letter" submitted by independent accountants to the Borrower or Holdings sends to its stockholders; andany other Credit Party in connection with any annual, interim or special audit of the books of such Person; (f) promptlywithin ninety (90) days after the end of each fiscal year of the Borrower a certificate signed by the chief financial officer of each Borrower that summarizes the insurance policies, including, without limitation, key-man life insurance, if requested by the Administrative Agent, carried by the Borrower and each Subsidiary of the Borrower (such additional financial certificate to be in form and other information substance reasonably satisfactory to Administrative Agent), and written notification 30 days prior to any cancellation or material change of any such insurance by the Borrower or any Subsidiary, as the case may be, within 10 days after receipt of any Lender may from time to time reasonably request.notice (whether formal or informal) of cancellation, reduction in coverage, shortening of policy period or material adverse change by any of such Person's insurers;

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.16.3(a), a certificate of the independent certified public accountants reporting on such financial statements stating thatwhether in the course of conducting its annual audit they became aware of any Default or Event of Default pertaining to accounting matters and, in performing their auditif so, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions nature of subsection 7.1, except as specified in such certificateDefault or Event of Default; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 6.3(a), (b) and (c), a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (iA) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the details of such formation or acquisition), and (B) the Borrower has complied with observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the requirements of subsection 6.10 with respect thereto) other Loan Documents to be observed, performed or satisfied by it, and (ii) that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant the accountants' certificates referred to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.16.2(a), as of any comment letter submitted by such last day or for the fiscal period then ended, as the case may beaccountants to management; (d) not later than 60 days after promptly upon the end mailing or filing thereof, copies of each fiscal year of supplements to the BorrowerTender Offer Documents and all other information, a copy of the projections materials or reports filed by the Borrower of with the operating budget Securities and cash flow budget of Exchange Commission or any successor thereto (the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders"SEC"); and (fe) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the The Borrower shall furnish Administrative Agent Agent, with sufficient copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.16. l(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 6. l(a) and (b) above, a certificate of a Responsible Officer in the form of Exhibit E hereto (an "Officer's Certificate") (i) stating that, to the best of such Responsible Officer's knowledgeknowledge and except as previously disclosed to the Lenders, the Borrower, during such period (i) no Subsidiary period, has been formed observed and performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement to be observed, performed or acquired (orsatisfied by it, if any and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer officer has obtained no knowledge of any Default or Event of Default except as specified (by applicable subsection reference) in such certificate, (ii) stating that, to the best of such Responsible Officer's knowledge, the Borrower could make each of the representations and warranties contained in Article V hereof effective as of the date of the Officer's Certificate, except for those representations and warranties listed by Section number in an attachment to the Officer's Certificate which explains the Borrower's inability to make such representation or warranty, and (iii) showing in detail the calculations supporting such statement in respect of Sections 7.12, 7.13 and 7.14 hereof; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days promptly after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholdersshareholders; and promptly after the same are filed, copies of all financial statements and regular, periodical or special reports which the Borrower or any of its Subsidiaries makes to, or files with, the Securities and Exchange Commission or any successor or similar Governmental Authority; and (fd) promptly, such additional financial business, financial, corporate affairs and other information as the Administrative Agent, at the request of any Lender Lender, may from time to time reasonably request.

Certificates; Other Information. Furnish The Borrowers will deliver to the Administrative Agent with copies for (which will make available to each Lender:): (ai) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 6.01(i) and 6.01(ii), a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of duly completed Compliance Certificate signed by a Responsible Officer of AHL (A) certifying as to whether a Default is continuing and, if a Default is continuing, specifying the Borrower details thereof, (B) setting forth, in reasonable detail, forth reasonably detailed calculations of the computations, as applicable, of (i) the Consolidated Debt to Capitalization Ratio and (ii) Consolidated Net Worth and demonstrating compliance with the financial covenants set forth in subsection 7.1Section 7.09 as of the last day of the period for which such financial statements are delivered and (C) if the aggregate total assets of the Borrowers and the Material Subsidiaries represent less than 75% of the Consolidated Total Assets of AHL and its Subsidiaries (based upon and as of the date of delivery of the most recent consolidated financial statements of AHL furnished pursuant to Section 4.01(a)(viii), Section 6.01(i) or 6.01(ii), as applicable), identifying one or more Subsidiaries that shall thereafter be designated (and the Borrowers shall thereupon so designate such Subsidiaries as) Material Subsidiaries hereunder so that the total assets of such all of the Subsidiaries that are not Material Subsidiaries shall not exceed 25% of the Consolidated Total Assets of AHL and its Subsidiaries (based upon and as of the date of delivery of the most recent consolidated financial statements of AHL furnished pursuant to Section 4.01(a)(viii), Section 6.01(i) or 6.01(ii), as applicable) as of the last day or of the period for the fiscal period then ended, as the case may bewhich such financial statements are delivered; (dii) not later than 60 days after the end at any time when securities of each fiscal year of the BorrowerAHL are publicly registered, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days promptly after the same are sentpublicly available, copies of all financial statements and reports which each annual report, proxy or other materials filed by AHL or any Subsidiary with the SEC; (iii) promptly after the furnishing thereof, copies of any statement or report furnished by any Borrower or Holdings sends any Subsidiary to its stockholdersany holder of debt securities of AHL or any Subsidiary, in each case with respect to Debt with an outstanding principal amount in excess of the Threshold Amount, which request, notice, statement or report states or alleges that, or reserves rights as to whether, a Borrower or any Subsidiary thereof has, or may have, breached the terms of, or that a default has, or may have, occurred under, any indenture, loan or credit or similar agreement and not otherwise required to be furnished pursuant hereto; and (fiv) promptlypromptly following any written request therefor (except to the extent prohibited by applicable law, regulatory policy, regulatory restriction or confidentiality agreement or to the extent covered by attorney-client or other legal privilege (as determined in the reasonable good faith judgment of the Borrowers)), such additional financial and other information regarding the operations, business, properties or financial condition of any Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(i), 6.01(ii), 6.02(i), 6.02(ii) or 6.02(iii) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (A) on which such documents are delivered in a format acceptable to the Administrative Agent by Email at xxxxxxxxxxxxxxx@xxxxxxxxx.xxx, or such other email address as the Administrative Agent shall specify in writing to each of the Borrowers, (B) on which such documents are posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX), to the extent any such documents are included in materials filed with the SEC, (C) on which such documents are posted on the applicable Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (D) on which a Borrower posts such documents, or provides a link thereto on such Borrower’s or AHL’s website on the Internet at the website listed on Schedule 10.02; provided that documents delivered pursuant to the foregoing clauses (B), (C) and (D) (other than if delivered to the Administrative Agent for posting) shall not be deemed to have been delivered unless and until a Borrower has notified the Administrative Agent in writing (including by Email at xxxxxxxxxxxxxxx@xxxxxxxxx.xxx) of the posting such documents on an Intranet or intranet website to which each Lender and the Administrative Agent have access or to such Borrower’s or AHL’s website, as applicable. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining copies of such documents. The Borrowers hereby acknowledge that (i) the Administrative Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debtdomain, IntraLinks, SyndTrak, or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers 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. The Borrowers hereby agree that: (w) all 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 Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their securities for purposes of United States 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 Side Information”; and (z) the Administrative Agent shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Certificates; Other Information. Furnish Such Credit Party shall furnish to the Administrative Agent with copies for each Lenderand the Banks: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating thatIndependent Auditor, to the effect that in the course of the regular annual examination of the business of the Borrower and its Subsidiaries, which examination was conducted by the Independent Auditor in accordance with generally accepted auditing standards, the Independent Auditor has obtained no knowledge that a Default or an Event of Default has occurred and is continuing as of the date of certification, or if, in performing their auditthe opinion of the Independent Auditor, nothing came a Default or an Event of Default has occurred and is continuing, a statement as to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificatenature thereof; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 6.1(a) and 6.1(b), a certificate of Compliance Certificate and a Real Property Certificate each executed by a Responsible Officer stating thatOfficer; provided, however, that with respect to the best of such Officer's knowledge, any fiscal quarter during such period (i) no Subsidiary which a Permitted Acquisition has been formed or acquired (or, if any such Subsidiary has been formed or acquiredconsummated, the Borrower has complied financial ratios described in the Compliance Certificate for such fiscal quarter may be adjusted to reflect the financial ratios applicable to such Permitted Acquisition for the entire quarter based on its annual run-rate for such quarter as shown on the financial projections delivered to and approved by the Agent in connection with the requirements of subsection 6.10 with respect theretosuch Permitted Acquisition under Section 6.12(a) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatehereof; (c) concurrently with the delivery of the financial statements pursuant referred to subsection 6.1in Section 6.1(b), a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget an aging report on accounts receivable of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer in form and detail satisfactory to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respectAgent; (ed) within five days after the same are sentpromptly, copies of all financial statements and reports which the Borrower that such Credit Party or Holdings any of its Subsidiaries sends to its stockholdersshareholders, copies of all letters and reports prepared by the Independent Auditor and delivered to the management of such Credit Party, and copies of all financial statements and regular, periodical or special reports (including Forms 10K, 10Q and 8K) that such Credit Party or any Subsidiary thereof may make to, or file with, the SEC; (e) promptly following the receipt of the same, a copy of each notice relating to the loss by such Credit Party or any Subsidiary of any material operating permit, license or certification by any Governmental Authority; (f) promptly following the receipt of the same, all correspondence received by such Credit Party or any Subsidiary from a Governmental Authority which asserts that such Credit Party or any Subsidiary is not in substantial compliance with any Requirement of Law or which threatens the taking of any action against such Credit Party or any Subsidiary under any Requirement of Law; (g) from time to time upon receipt of a request by any Bank through the Agent specifying in reasonable detail the types of documents to be provided, copies of any and all statements, audits, studies or reports submitted by or on behalf of such Credit Party or any Subsidiary to any Governmental Authority; and (fh) promptly, such additional information regarding the business, financial and other information or corporate affairs of such Credit Party or any Subsidiary as the Agent, at the request of any Lender Bank, may from time to time reasonably request.

Certificates; Other Information. Furnish Borrower shall furnish to the Administrative Agent with copies for each Lender: (ai) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate (a)(ii) of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1this Section, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's ’s knowledge, during such period (i) no Subsidiary has been formed the relevant period, Borrower observed or acquired (orperformed all of its covenants and other agreements, if any such Subsidiary has been formed or acquiredand satisfied every condition applicable to it, whether contained in this Agreement, the Borrower has complied with Note or the requirements of subsection 6.10 with respect thereto) other Facility Documents to which it is a party, and (ii) that such Responsible Officer has obtained no knowledge of any Default or Event of Default Default, in each case, except as specified in such certificate; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 thirty (30) days after following the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (eiii) within five (5) days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders; and, and within five (5) days after the same are filed, copies of all financial statements and reports which Borrower may submit to or file with any Governmental Authority; (fiv) promptly, such additional financial and other information as any Lender may reasonably request from time to time reasonably requesttime.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in clause (i) of subsection 6.16.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 6.1(a) and 6.1(b), a certificate of a Responsible Officer (i) stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the requirements of subsection 6.10 with respect thereto) other Loan Documents to be observed, performed or satisfied by it, and (ii) that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) setting forth in reasonable detail the calculations and financial information required to establish whether the Borrower is in compliance with subsection 7.1 and (iii) certifying the amount, as of the end of such period, of the sum of clauses (i) through (v) of subsection 7.4(c) and setting forth in reasonable detail the calculations and financial information required to determine such sum; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 thirty days after prior to the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the consolidated operating budget and cash flow budget of the Borrower and its consolidated Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect based on unreasonable assumptions or misleading in any material respect; (ed) within five days after the same are sentfiled, copies of all financial statements and reports which the Borrower may make to, or Holdings sends file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (e) concurrently with the delivery thereof, copies of all certificates, notices and other written communications which the Borrower delivers pursuant to either Borrower Indenture to any party thereto; (f) not less than 10 days prior to the anticipated date of any Asset Disposition by the Borrower or any of its stockholdersSubsidiaries, or promptly after the occurrence of any Recovery Event which will result in Net Cash Proceeds, a certificate of a Responsible Officer of the Borrower setting forth (i) in the case of any Asset Disposition, a description of the transaction resulting in such Asset Disposition (including, without limitation, an identification of the securities, assets or other Property to be sold or otherwise disposed of) and a description and valuation of the consideration to be received by the Borrower or such Subsidiary for such Asset Disposition, (ii) in the case of any Recovery Event, a description of such Recovery Event (including, without limitation, an identification of 61 56 the Property which is the subject of such Recovery Event) and (iii) in the case of any Asset Disposition or any Recovery Event, the date or dates upon which any Net Cash Proceeds therefrom are anticipated to be received by the Borrower or such Subsidiary and the amount of the Net Cash Proceeds anticipated to be received on such date or each of such dates; and (fg) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for delivery to each Lender:Lender (and the Administrative Agent agrees to make and so deliver such copies): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate;[Reserved]. (b) concurrently with the delivery of the financial statements and reports referred to in subsection 6.1Subsections 7.1(a) and (b), a certificate of signed by a Responsible Officer of the Borrower (a “Compliance Certificate”) (i) stating that, to the best of such Responsible Officer's ’s knowledge, each of the Borrower and its Restricted Subsidiaries during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any and satisfied every condition, contained in this Agreement or the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except Default, except, in each case, as specified in such certificatecertificate and (ii) if (A) delivered with the financial statements required by Subsection 7.1(a) and (B) the Consolidated Total Leverage Ratio as of the last day of the immediately preceding Fiscal Year was greater than or equal to 2.50:1.00, set forth in reasonable detail the amount of (and the calculations required to establish the amount of) Excess Cash Flow for the respective Fiscal Year covered by such financial statements; (c) concurrently with as soon as available, but in any event not later than the delivery fifth Business Day following the 90th day after the beginning of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer Fiscal Year 2013 of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the BorrowerFiscal Year thereafter, a copy of the projections annual business plan by the Borrower of the projected operating budget (including an annual consolidated balance sheet, income statement and statement of cash flow budget flows of the Borrower and its Subsidiaries for the succeeding each fiscal yearquarter of such Fiscal Year prepared in reasonable detail), each such projections business plan to be accompanied by a certificate of signed by a Responsible Officer of the Borrower to the effect that such Responsible Officer believes such projections to have been prepared on the basis of sound reasonable assumptions at the time of preparation and delivery thereof; (d) within five Business Days after the same are filed, copies of all financial planning practice statements and that such Officer has no reason to believe they are incorrect periodic reports which the Borrower may file with the United States Securities and Exchange Commission or misleading in any material respectsuccessor or analogous Governmental Authority; (e) within five days Business Days after the same are sentfiled, copies of all financial registration statements and reports any amendments and exhibits thereto, which the Borrower may file with the United States Securities and Exchange Commission or Holdings sends to its stockholders; andany successor or analogous Governmental Authority; (f) promptly, such additional financial and other information as any Agent or Lender may from time to time reasonably request; and (g) promptly upon reasonable request from the Administrative Agent calculations of Consolidated EBITDA and other Fixed GAAP Terms as reasonably requested by the Administrative Agent upon receipt of a written notice from the Borrower electing to change the Fixed GAAP Date, which calculations shall show the calculations of the respective Fixed GAAP Terms both before and after giving effect to the change in the Fixed GAAP Date and identify the material change(s) in GAAP giving rise to the change in such calculations. Documents required to be delivered pursuant to Subsection 7.1(a), 7.1(b), 7.1(d), 7.2(b), 7.2(c), 7.2(d), 7.2(e) or 7.2(g) may at the Borrower’s option be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s (or any Parent Entity’s) website on the Internet at the website address listed on Schedule 7.2 (or such other website address as the Borrower may specify by written notice to the Administrative Agent from time to time); or (ii) on which such documents are posted on the Borrower’s (or any Parent Entity’s) behalf on an Internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 8.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 8.1(a), (b) and (c), a certificate of a Responsible Officer (i) stating that, to the best of such Officer's knowledge, the Borrower during such period (i) no Subsidiary has been formed observed or acquired (orperformed all of its covenants and other agreements, if any such Subsidiary has been formed and satisfied every condition, contained in this Agreement and the other Loan Documents to be observed, performed or acquiredsatisfied by it, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and (ii) showing in detail the calculations supporting such Officer's certification of the Borrower's compliance with the requirements of Section 9.1 (a) through 9.1(h); (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 thirty days after the end of each fiscal year of the Borrower, a copy of the then current three-year projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding three fiscal yearyears, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (ed) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports which the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (e) during the month of June in each calendar year, a report of a reputable insurance broker with respect to the insurance maintained by the Borrower and its Subsidiaries in accordance with Section 8.5 of this Agreement and Section 5 of each Security Agreement and Section 6 of each Mortgage and Leasehold Mortgage, and such supplemental reports as the Administrative Agent may from time to time request; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish Deliver to the Administrative Agent with copies (for delivery to each Lender:): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of the independent certified public accountants reporting on such financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate[reserved]; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect theretoSections 7.01(a) and (ii) such Officer has obtained no knowledge b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, vice president – finance, treasurer or controller of any Default or Event of Default except as specified in such certificatethe Borrower; (c) concurrently with the delivery of the financial statements pursuant referred to subsection 6.1in Section 7.01(a), a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio an annual business plan and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries and (ii) forecasts prepared by management of the Borrower, in form satisfactory to the Administrative Agent, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the succeeding immediately following fiscal yearyear (including the fiscal year in which the Maturity Date occurs); (d) concurrently with the delivery of the financial statements referred to in Section 7.01(a), such projections to be accompanied a report signed by a certificate of a Responsible Officer of the Borrower that supplements Schedule 6.17 such that, as supplemented, such Schedule would be accurate and correct in all material respects as of such date (if no supplement is required to cause such Schedule to be accurate and complete as of such date or if the effect that only new information would be the removal of previously included items, then the Borrower shall not be required to deliver such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respecta report); (e) within five days concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a summary of any change in accounting policies or financial reporting practices by the Borrower or any Subsidiary (if no such change has been made, then the Borrower shall not be required to deliver such a summary); (f) promptly after any reasonable request by the same are sentAdministrative Agent in writing, copies of all financial statements and reports which any detailed audit reports, management letters or recommendations submitted to the board of directors (or CACI INTERNATIONAL INC NINTH AMENDMENT the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or Holdings sends to its stockholdersany Subsidiary, or any audit of any of them; and (fg) promptly, such additional information regarding the business, financial and other information or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent on behalf of any Lender may from time to time reasonably requestrequest in writing. Documents required to be delivered pursuant to Section 7.01(a) or (b) (to the extent any 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 on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third‑party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request and (ii) the Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as 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 Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, 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 Borrower or its securities for purposes of United States 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 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and any Affiliate thereof 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 as “Public Side Information”. Notwithstanding the foregoing, the Borrower shall be under no obligation to marx xxy Borrower Materials “PUBLIC.”

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender:: ------------------------------- (a) concurrently with the delivery of the financial statements referred to in subsection 6.17.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1subsections 7.1(a) and (b), a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower HomeSide has complied with the requirements of subsection 6.10 7.11 with respect thereto) and ), (ii) neither BMC nor any of its Subsidiaries has changed its name, its principal place of business, its 90 84 chief executive office or the location of any material item of tangible Collateral without complying with the requirements of this Agreement and the Security Documents with respect thereto and (iii) each Borrower and each other Loan Party has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and containing calculations in reasonable detail demonstrating compliance with the provisions of subsections 8.1, 8.2, 8.6, 8.8, 8.9, 8.10 and 8.11; (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the BorrowerHomeSide, a copy of the projections by the Borrower HomeSide of the operating budget and cash flow budget of the Borrower HomeSide and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Responsible Officer has no reason to believe they are incorrect or misleading in any material respect; (ed) within five days after the same are sent, copies of all financial statements and reports which Holdings or HomeSide may make to, or file with, the Borrower Securities and Exchange Commission or Holdings sends to its stockholders; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.successor or analogous Governmental Authority;

Certificates; Other Information. Furnish to the Administrative Agent ------------------------------- (with sufficient copies for each Lender:): (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 5.1(a) and 5.1(d), the following: (i) a certificate (the "CFTR Report") certified by a Responsible Officer setting forth the calculation of the independent Cash Flow Test Ratio for such fiscal quarter and year based on the financials delivered pursuant to Sections 5.1(a) and (d) (which calculation shall be binding on the Agent and Lenders unless objected to by the Required Lenders in writing within 30 days of the Agent's and the Lenders' receipt thereof); and (ii) a copy of the consolidating balance sheet of GSI and its consolidated Subsidiaries as at the end of such quarter and year, setting forth in comparative form the figures for the previous quarter and year, certified public accountants reporting on such by a Responsible Officer as being fairly stated in all material respects when considered in relation to the consolidated financial statements stating that, in performing their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1, except as specified in such certificate;GSI and its consolidated Subsidiaries; and (biii) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer of GSI stating that, to the best of such Officer's knowledge, each Person constituting the Borrower during such period (i) no Subsidiary has been formed have observed or acquired (orperformed all of their respective covenants and other agreements, if any such Subsidiary has been formed and satisfied every condition, contained in this Agreement and in the Notes and the other Loan Documents to which they are a party to be observed, performed or acquiredsatisfied by them, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) that such Officer has obtained no knowledge of any Default or Event of Default Default, except as specified in such certificate;. (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (db) not later than 60 30 days after the end of each fiscal year of the BorrowerGSI, a copy of the quarter to quarter projections by the Borrower GSI of the operating budget and cash flow budget of the Borrower GSI and its Subsidiaries for the succeeding current fiscal year, such projections to be accompanied by a certificate of a Responsible Officer of GSI to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (ec) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings GSI sends to its stockholdersstockholders generally, and within five days after the same are filed, copies of all financial statements and reports which GSI may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (d) within seven days after the end of each Calculation Period, a Borrowing Base Certificate for such Calculation Period which certificate shall include, inter alia, an accounts receivable aging report for each ---- Person constituting the Borrower as of the end of the Calculation Period covered by such certificate; and (fe) promptly, such additional financial and other information as any Lender may the Agent from time to time reasonably may request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each LenderAgent: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1Sections 5.1(a), 5.1(b) and 5.1(c) above, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's knowledge, each of the Credit Parties during such period (i) no Subsidiary has been formed observed or acquired (orperformed in all material respects all of its covenants and other agreements, if any and satisfied in all material respects every condition, contained in this Agreement to be observed, performed or satisfied by it, and that such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and such certificate shall include the calculations in reasonable detail required to indicate compliance with Section 5.9 as of the last day of such period; (c) concurrently promptly after the same are sent, copies of all reports (other than those otherwise provided pursuant to Section 5.1 and those which are of a promotional nature) and other financial information which the Borrower sends to its members, and within thirty days after the same are filed, copies of all financial statements and non-confidential reports which the Borrower may make to, or file with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio Securities and (ii) the financial covenants set forth in subsection 7.1, as of such last day Exchange Commission or for the fiscal period then ended, as the case may beany successor or analogous Governmental Authority; (d) not later than 60 within ninety (90) days after the end of each fiscal year of the Borrower, a copy certificate containing information regarding the amount of all Asset Dispositions, Debt Issuances, and Equity Issuances that were made during the projections by prior fiscal year and amounts received in connection with any Recovery Event during the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding prior fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) promptly upon receipt thereof, a copy of any other report or "management letter" submitted by independent accountants to the Borrower or any other Credit Party in connection with any annual, interim or special audit of the books of such Person; (f) within five ninety (90) days after the same are sentend of each fiscal year of the Borrower a certificate signed by the chief financial officer of each Borrower that summarizes the insurance policies, including, without limitation, key-man life insurance, if requested by the Administrative Agent, carried by the Borrower and each Subsidiary of the Borrower (such certificate to be in form and substance reasonably satisfactory to Administrative Agent), and written notification 30 days prior to any cancellation or material change of any such insurance by the Borrower or any Subsidiary, as the case may be, within 10 days after receipt of any notice (whether formal or informal) of cancellation, reduction in coverage, shortening of policy period or material adverse change by any of such Person's insurers; (g) within ten (10) Business Days after each anniversary of the Closing Date, a complete list of the officers and directors (or members of the board of advisors or other similar governing body) of the Borrower, and within fifteen (15) Business Days after any change in the information provided pursuant to the foregoing clause, written notice of such change; (h) within thirty (30) days after the filing thereof, copies of all financial statements income tax returns filed by the Parent with any Federal or state taxing authority and reports which within thirty (30) days after receipt thereof by the Borrower or Holdings sends to its stockholdersBorrower, evidence of payment of property taxes by the Borrower; and (fi) promptly, such additional financial and other information regarding the business, properties, prospects or financial condition of the Borrower as the Administrative Agent, on behalf of any Lender Lender, may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 6.15.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came to their attention that caused them to believe that making the Borrower failed to comply with the provisions examination necessary therefor no knowledge was obtained of subsection 7.1any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in subsection 6.1, a certificate of a Responsible Officer stating that, to the best of such Officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and (ii) such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate;in (c) concurrently with the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 thirty days after prior to the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its consolidated Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (d) not later than forty-five days prior to the end of each fiscal year of the Borrower, a copy of the business plan and capital expenditure budget report of the Borrower for the succeeding fiscal year, such business plan and report to be accompanied by a certificate of a Responsible Officer to the effect that such business plan and report have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days Business Days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports which the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (f) not later than five Business Days following the end of each fiscal quarter and upon reasonable request by the Agent a written report, substantially in the form set forth in Exhibit F, with appropriate insertions, containing information regarding the commodities trading position (including, without limitation, the individual and aggregate mark xx market value of any such investments held or Petroleum Price Hedge Agreements or Interest Rate Protection Agreements entered into) of the Borrower, any of its Subsidiaries or Affiliates (other than State Farm Mutual Automobile Insurance Company, Metropolitan Life Insurance Company, The Equitable Companies Incorporated, KNE, Wildhorse and the Wind River Joint Venture) as at the end of such fiscal quarter in the case of the quarterly reports or for any other point in time designated by the Agent in the case of the reports requested by the Agent; and (fg) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Other Information. Furnish to the Administrative Agent with copies for and each Lenderof the Lenders: (a) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that, that in performing their audit, nothing came making the examination necessary therefor no knowledge was obtained of any Default or Event of Default with respect to their attention that caused them to believe that the Borrower failed to comply with the provisions of subsection 7.1Section 5.9, except as specified in such certificate; (b) [Intentionally Omitted]; (c) promptly after the same are sent or upon their becoming available, copies of or access to (i) all financial statements, reports, notices and proxy statements sent or made available by the Credit Parties to their equityholders, (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any of the Credit Parties with any securities exchange or any governmental or private regulatory authority, and (iii) all press releases and other statements made available by any of the Credit Parties to the public concerning material developments in the business of any of the Credit Parties; (d) not less than twenty (20) Business Days prior to the consummation of any Permitted Acquisition with Total Consideration in excess of $5,000,000, the following information: (i) a reasonably detailed description of the material terms of such Permitted Acquisition (including, without limitation, the purchase price and method and structure of payment) and of each Target; (ii) to the extent available, audited financial statements of the Target for its two (2) most recent fiscal years prepared by independent certified public accountants acceptable to the Administrative Agent and unaudited fiscal year-to-date statements for the two (2) most recent interim periods; (iii) consolidated projected income statements of the Parent and its consolidated Subsidiaries (giving effect to such Permitted Acquisition and the consolidation with the Parent of each relevant Target) for the three (3)-year period following the consummation of such Permitted Acquisition, in reasonable detail, together with any appropriate statement of assumptions and pro forma adjustments reasonably acceptable to the Administrative Agent; (iv) a certificate, in form and substance reasonably satisfactory to the Administrative Agent, executed by a Responsible Officer of the Parent (A) setting forth a good faith estimate of the Total Consideration to be paid for each Target, and (B) certifying that (1) such Permitted Acquisition complies with the requirements set forth in the definition thereof in Section 1.1 of this Agreement and (2) after giving effect to such Permitted Acquisition and any borrowings in connection therewith, the Parent believes in good faith that it will have sufficient availability under the Commitments to meet its ongoing working capital requirements; and (v) any due diligence reports prepared by, or on behalf of, any Credit Party with respect to the Target; provided, that with respect to any Permitted Acquisition consummated within the first twenty (20) Business Days following the Closing Date, the delivery of the information required pursuant to clauses (i)-(v) above on the Closing Date shall satisfy the requirements of this Section 5.2(d). (e) promptly, such additional financial and other information as the Administrative Agent, or any Lender through the Administrative Agent, may from time to time reasonably request; and (f) concurrently with the delivery of the financial statements referred to in subsection 6.1Section 5.1(b) above, a certificate notice of any acquisition or construction of a Responsible Officer stating thatnew restaurant. Documents required to be delivered pursuant to Section 5.1(a) or (b), or Section 5.2(c) or (f) (to the best of extent any such Officer's knowledgedocuments are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, during such period shall be deemed to have been delivered on the date (i) no Subsidiary has been formed on which Parent posts such documents, or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 6.10 with respect thereto) and provides a link thereto on Parent’s website; (ii) on which such Officer has obtained no knowledge of any Default documents are posted on Parent’s behalf on an Internet or Event of Default except as specified in intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) on which such certificate; (c) concurrently with documents are available on the delivery of financial statements pursuant to subsection 6.1, a certificate of a Responsible Officer website of the Borrower setting forth, in reasonable detail, the computations, as applicable, of (i) the Debt Ratio Securities and (ii) the financial covenants set forth in subsection 7.1, as of such last day or for the fiscal period then ended, as the case may be; (d) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections by the Borrower of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (e) within five days after the same are sent, copies of all financial statements and reports which the Borrower or Holdings sends to its stockholders; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably requestExchange Commission at xxx.xxx.xxx.